59 Annual Report Ganpatrao Kadam Marg, Lower …aegisindia.com/Admin/Documents/Aegis Logistics_Full_Annual_Report...Corporate Office: 1202, 12th Floor, Tower B, Peninsula Business

Aegis Logistics Limited2015–16

59th Annual ReportCorporate Office: 1202, 12th Floor, Tower B, Peninsula Business Park,Ganpatrao Kadam Marg, Lower Parel (West), Mumbai-400 013Tel: 22-6666 3666 | Fax: 022-6666 3777

Registered Office: 502, 5th Floor, Skylon, G.I.D.C., Char Rasta, Vapi-396 195, Dist. Valsad, Gujurat, India

www.aegisindia.com

Corporate Identity Number: L63090GJ1956PLC001032

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Our mission is to enable our clients to source, receive, store and deliver oil, gas and chemical products in a safe and environmentally responsible manner. We will do this by building an unrivalled national network of port-based tank terminals, pipelines and multimodal transportation facilities.

We will deliver flexible, responsive and high quality services to our clients with integrity and professionalism.

To be the leading provider of logistics and supply chain services to India’s oil, gas and chemical industry.

Corporate Information

Board of Directors

Chairman

Kapoorchand M. Chandaria

Vice Chairman & Managing Director

Raj K. Chandaria

Managing Director & CEO

Anish K. Chandaria

Directors

Anil M. Chandaria

Dineshchandra J. Khimasia

Rajnikant J. Karavadia

Kanwaljit S. Nagpal

Rahul D. Asthana

Poonam Kumar

Raj Kishore Singh

Dy. General Manager – Company Secretary

Monica T. Gandhi

Key Management Team

Group President & COO

Sudhir O. Malhotra

President (Business Development)

Rajiv Chohan

President (Operations & Projects)

Kamlakar S. Sawant

Chief Financial Officer

Murad M. Moledina

Auditors

Deloitte Haskins & Sells LLP

Chartered Accountants, Mumbai

Bankers

Bank of Baroda

Dena Bank

ING Vysya Bank Ltd.

HDFC Bank Ltd.

Solicitors & Advocates

AZB & Partners, Mumbai

Registered Office

502, Skylon, G.I.D.C.,

Char Rasta, Vapi-396 195,

Dist. Valsad, Gujarat

Corporate & Administrative Office

1202, 12th Floor, Tower B,

Peninsula Business Park,

Ganpatrao Kadam Marg,

Lower Parel (West), Mumbai - 400 013

Tel. : 022-6666 3666

Fax : 022-6666 3777

www.aegisindia.com

Liquid Logistics & Gas Division

Plot No. 72, Mahul Village,

Trombay, Mumbai - 400 074

Liquid Cargo Park, Dock Zone,

Chiranjibpur, Dist. Purba Medinipur,

Haldia - 721 604, West Bengal

Registrar & Share Transfer Agents

Link Intime India Pvt. Ltd.

C-13 Pannalal Silk Mills Compound,

LBS Marg, Bhandup (West),

Mumbai - 400 078

Tel. : 022-2594 6970

Fax : 022-2594 6969

Email : [email protected]

Notes

Members are requested to bring their copy

of the Annual Report to the Annual General

Meeting.

Please address all correspondence regarding

Share Transfer Work to the Registrar & Share

Transfer Agents and/or Corporate Office.

IntroductionFinancial Overview

Management Discussion & Analysis Report

Notice and Explanatory Statement

Directors’ Report

Report on Corporate Governance

Standalone Financial StatementsAuditor’s Report

Balance Sheet

Statement of Profit & Loss

Cash Flow Statement

Notes to the Financial Statements (Standalone)

Consolidated Financial Statements

Auditor’s Report

Consolidated Balance Sheet

Consolidated Statement of Profit and Loss

Consolidated Cash Flow Statement

Notes to the Financial Statements (Consolidated)

Statement containing salient features of subsidiaries

Attendance Slip & Proxy Form

6

7

1 3

22

5 1

73

80

8 1

82

84

1 1 6

1 2 1

122

123

125

154

155

Financial Overview

Highlights

• Profit after Tax: Rs. 126.14 Cr.

• Debt to Equity Ratio: 0.22

• EBITDA: Rs. 191.18 Cr.

• Operating Revenue: Rs. 2213.22 Cr.

• Dividend at Rs. 90.00%

Annual Report 2015–166

EBITDA (Rs. in Cr.)*

After Tax Profits

210

180

150

120

90

60

30

011-12 12-13 13-14 14-15 15-16

128.59120.72

191.18

134.64

184.30

6000

4500

3000

1500

0

Operating Revenue (Rs. in Cr.)

11-12 12-13 13-14 14-15 15-16

4463.83

3981.64

5030.87

3916.00

2213.22

100%

80%

60%

40%

20%

0%

(Rs.)

11-12 12-13 13-14 14-15 15-16

20%

40%

52.50%

75.00%

90.00%

7

Overview

During FY15-16, the Indian economy grew at

a respectable rate, despite the challenges of

a subdued monsoon. The revival of economic

growth and a return to market pricing of fuels

resulted in an improvement in business sentiment

in the oil and gas sector. However, the rapid

decline in international oil prices brought about

some uncertainty in the fourth quarter in all

petroleum and petrochemical products resulting

in lower imports during that period. With a more

stable oil price, both imports and exports of bulk

liquids have subsequently stabilized. The demand

for LPG continued to show robust growth and the

Group benefitted from the capital investments

in new LPG capacity made in the previous

financial year at Pipavav and from operational

improvements at the Mumbai LPG terminal. This

resulted in an excellent performance in our gas

terminalling business. The Group’s performance

improved from last year with Profit after Tax rising

to Rs. 126.14 Cr. (previous year Rs. 89 Cr., excluding

one time capital gain).

The liquid terminalling business of the Group

benefited from full capacity utilization at its

facilities in Haldia, high capacity utilisation at

the Kochi terminal and better utilisation of the

Pipavav liquids terminal. The gas terminalling

business performed extremely well with the

addition of Indian Oil Corporation as a key

customer, with record throughput of LPG at both

Pipavav and Mumbai. Sourcing volumes were

lower due to delays in the registration of Aegis

Group International Pte. Ltd. (AGI) as an approved

international vendor.

With the rationalization of LPG subsidies resulting

in a decrease in the diversion of subsidized LPG to

the transport and commercial sector, the volume

performance of the gas retail and distribution

business improved by 15%, with a commensurate

rise in gross margins.

With several new projects under implementation,

both liquid and gas terminals operating at higher

Management Discussion

& Analysis Report

utilization, and several rail and pipeline logistics

investments under way, the Group is poised for

higher growth in the medium term.

Industry Structure and Development

The Group is engaged in the terminalling of oil

products, chemicals and liquefied gases, sourcing

of LPG and retailing and distribution of LPG. These

sectors require specialized infrastructure at key

ports such as specialized berths, fire fighting

equipment, pipelines, transit storage and handling

facilities and above all, safe and environmentally

responsible handling practices. The terminalling,

retail and distribution industry in India has many

participants, but only a select few possess the

necessary technical and safety credentials as well

as the infrastructure to benefit from the long-term

prospects for an increase in Indian imports and

exports of oil products, chemicals and liquefied

gases. Fortunately, the Aegis Group is positioned

well for this.

The oil and gas industry comprises three

major components: upstream, midstream and

downstream. The upstream segment comprises

Exploration and Production (E&P) activities,

the midstream segment is involved in storage

and transportation of crude oil and gas and the

downstream segment is engaged in refining,

production of petroleum products and processing,

storage, marketing and transportation of the

commodities such as crude oil, petroleum

products and gas. The Group is engaged in both

the midstream and downstream segments.

As energy consumption increases in India, growth

in demand is likely to require sophisticated and

safe logistics services. Deregulation of the oil

sector will lead to new entrants in the petroleum

retailing and bulk marketing requiring the need

for integrated logistics services. The Group also

services the terminalling requirements of bulk

liquid chemical importers and exporters through its

five bulk liquids terminals.


The increasing importance of new private ports

such as Pipavav in Gujarat and several new ones

along the east coast of India will continue to

challenge the dominance of older, less efficient

ports. As importers and exporters face ever

increasing cost pressures, those ports which have

made investments in infrastructure will benefit

from the increase in traffic arising from India’s

imports and exports of oil products, chemicals and

liquefied gases.

Ariel view of the second chemical berth, MbPT

12%

16%

Liquid Logistics Division

Liquid terminalling revenues were at an all time

high of Rs. 170.60 Cr. (previous year Rs. 153.40

Cr.) for the year, an increase of 11%. Normalized

EBITDA of the division was also at a record of

Rs. 102.38 Cr. for the year (previous year Rs. 97.39

Cr.), a rise of 5.12%. The performance of the Kochi

terminal has improved and is expected to perform

even better with the coastal movement of petrol

and diesel. Future growth in this division will come

from the new capacity being built at Haldia with its

storage capacity of 60,190 KL increasing to 85,190

KL, from better capacity utilization of the liquid

terminal at Pipavav, and from the new 100,000 KL

liquid terminal project under implementation at

Kandla. The Mumbai terminals benefitted from the

commissioning of the second chemical berth at Pir

Pau with faster turnaround of vessels.

New LPG spheres at Pipavav commissioned in March 2016

First LPG ship being unloaded at the second chemical berth, MbPT

Management Discussion & Analysis Report 9

Gas Division

Aegis Group captures the complete logistics

value chain starting from sourcing, terminalling to

retail distribution of LPG. In 2015-16, the division

recorded smaller revenues of Rs. 2042.62

Cr. (previous year Rs. 3,762.60 Cr.) due to the

decline in international LPG prices. Sourcing

volumes also declined marginally due to the

delay in the registration of AGI as an international

vendor, but gas throughput volumes increased

significantly at both Mumbai and Pipavav due to

the sharp increase in demand for LPG, driven by

the increasing penetration into the rural areas.

Distribution volumes also improved compared with

the previous year. The normalized EBITDA for the

gas division increased to Rs. 121.23 Cr. compared

with the previous year

Rs. 84.65 Cr. as the higher

throughput volumes

resulted in stronger

margins. The same applied

in the distribution business,

with better margins in the

second half of the year.

The commissioning of

an additional 2700 MT

of LPG storage capacity

at Pipavav in March 2016

and the operational

debottlenecking at the

Mumbai LPG terminal

will help to boost LPG

throughput in 2016-17.

New Developments

Aegis Group is implementing a fully refrigerated

LPG terminal, along with associated infrastructure

at its facilities at Haldia Dock Complex, West

Bengal. The unit will have a static storage

capacity of 25,000 MT with a throughput capacity

of 1,500,000 MT per annum. The terminal

construction is underway with all the requisite

environmental permits secured and is expected to

be commissioned in mid 2017.

New liquid tanks under construction at Haldia


The Group has been allotted 20 acres of land at

Kandla Port will build a new 100,000 KL liquids

terminal as a gateway to the north of India. This

will mark the fifth port in the necklace of terminals

around the coastline of India. Land has also been

secured at New Mangalore port in expectation of

further opportunities.

The retail and distribution business has entered

into an understanding with Essar Oil to offer petrol

and diesel at Aegis branded autogas outlets which

should result in a more diversified and robust

revenue stream for the current and future Aegis

dealer network.

Opportunities & Threats

The Indian economy is a net importer of almost

all forms of energy. This fact, coupled with the

country’s growing energy demand, has intensified

the need for actively seeking private participation

in the energy chain to bring in the required

investment and technologies. There is therefore

a huge potential for the expansion of pipelines,

transportation and infrastructure.

LPG demand continues to rise at the rate of 6-7%

per annum due to the rural penetration of LPG on

a pan-India basis and the full impact of expected

policy reforms curbing illegal diversion of cooking

gas and deregulation of diesel and petrol prices.

Additional infrastructure for handling of LPG needs

to be built and Aegis intends to participate in this

process.

The main threat and opportunity to the LPG

industry arise from changes in government policy

with regards to subsidized pricing of LPG and its

substitutes. The main threat to the port based

liquid terminalling business arises from changes

to government policies on coastal regulations and

inadequate port infrastructure.

Future Business Outlook

Terminalling and handling of liquids and gases

is the main expertise of the Aegis Group and

provides an important and stable source of Group

profits by way of terminalling fees. This pattern is

expected to continue in the future. With several

projects planned in both Liquid and LPG terminals,

the future business outlook is positive.

Internal Controls Systems and Adequacy

The Company has a proper and adequate

system of internal controls to ensure that all

the assets are safeguarded, protected against

loss from unauthorized use or disposition and

that transactions are authorized, recorded and

reported correctly. The company conducts audits

of various departments based on an annual audit

plan through an independent internal auditor and

reports significant observations along with ‘Action

Taken Reports’ to the Audit Committee from time

to time. The views of the statutory auditors are

also considered to ascertain the adequacy of the

internal control system.

The Company regularly updates its risk

management policy to protect the property,

earnings and personnel of the Company against

losses and legal liabilities that might be incurred

due to various risks.

Occupational Health, Safety and Environment

The emphasis on OHSE continues at all of the

operations of the Group throughout India. The

Company is committed to the best standards in

safety and continuously monitors matters related

Fire safety drills at Mumbai terminal

Management Discussion & Analysis Report 11

to this. In addition to monthly reviews by the

management, the Company has formed a high-

level committee comprising of five directors and

other Company executives, wherein matters

concerning the subject are discussed. Safety drills

are regularly carried out at all the Group’s main

facilities.

Human Resources Development

Aegis Group employs over 500 people. As the

Company is growing fast, the emphasis is now on

competence development of young managers

and recruitment of middle management in specific

areas to take care of the future growth envisaged

in the business.

Risks and Concerns

Inordinate delays in renewing licenses and permits

take a significant amount of time and resources

which could be deployed more productively.

Project timelines could be extended due to

the lengthy and complex process for securing

environmental permits.

Corporate Social Responsibility

Aegis Group sponsors ANaRDe Foundation, a

government accredited NGO. Acting through

this Foundation, Aegis has continued to work

actively in the area of rural development and

poverty alleviation. The Foundation has been

engaged in a focused initiative for the benefit of

rural communities in India, including rural housing

and sanitation, water resource management and

financial inclusion. The Group contributes over

Rs. 2.2 Crores per annum to ANarDe Foundation

in order to fulfill its corporate social responsibility.

Forward Looking Statements

This report contains forward looking statements,

which may be identified by their use of words

like ‘plans, ‘expects’, ‘will’, ‘anticipates’, ‘believes’,

‘intends’, ‘projects’, ‘estimates’ or other words

of similar meaning. All statements that address

expectations or projections about the future,

including but not limited to statements about

the Company’s strategy for growth, product

development, market position, expenditures and

financial results, are forward looking statements.

Forward looking statements are based on certain

assumptions and expectations of future events.

The Company cannot guarantee that these

assumptions and expectations are accurate or

will be realised. The Company’s actual results,

performance or achievements could thus differ

materially from those projected in any such

forward looking statements. The Company

assumes no responsibility to publicly amend,

modify or revise any forward looking statements,

on the basis of any subsequent developments,

information or events.

12

(Rs. in Crores)

Operating Results 2011/12 2012/13 2013/14 2014/15 2015/16

Operating Revenue 4463.83 3981.64 5030.87 3916.00 2213.22

Earnings before Interest,

Depreciation, Tax128.59 134.64 120.72 184.30 191.18

Finance Cost including

Forex/Hedging (net)70.23 62.38 18.64 19.12 15.09

Depreciation 17.46 19.06 22.18 22.96 23.42

Profit before Tax 40.90 53.20 79.90 142.22 152.67

Tax 18.52 18.06 11.22 29.91 26.53

Profit after Tax 22.38 35.14 68.68 112.31 126.14

Financial Position

Capital 33.40 33.40 33.40 33.40 33.40#

Reserves (excluding Revaluation

Reserves)256.75 276.22 316.77 393.95 471.10

Net Worth 290.15 309.62 350.17 427.35 504.50

Minority Interest 3.44 4.99 12.61 26.44 39.25

Long Term Borrowings 85.36 118.23 109.18 131.52 109.11

Deferred Tax Liability (net) 18.49 18.72 16.42 18.93 22.91

Total Capital Employed 397.44 451.56 488.38 604.24 675.77

Net Fixed Assets 290.90 378.42 461.50 487.79 545.11

Non-Current Investments 10.05 10.03 10.03 2.61 0.36

Net Working Capital 96.49 63.11 16.85 113.84 130.30

Total Net Assets 397.44 451.56 488.38 604.24 675.77

Ratios

EBITDA on Capital Employed 34.24% 31.47% 26.28% 32.98% 31.16%

Debt : Equity 0.29 0.38 0.31 0.31 0.22

# Equity Shares Split from face value of Rs. 10/- each to Re. 1/- each

Five Year Financial Report


13Notice

Notice

NOTICE is hereby given that the 59th Annual General Meeting of the Members of AEGIS LOGISTICS

LIMITED will be held on Friday, 5th August, 2016 at 11.30 a.m. at Fortune Park Galaxy, National Highway

No.8, G.I.D.C., Vapi - 396 195, Gujarat to transact the following business :

Ordinary Business

1 To consider and adopt:

a. the Standalone Audited Financial Statements of the Company for the financial year ended

March 31, 2016 including the Audited Balance Sheet as at March 31, 2016, Statement of Profit &

Loss and Cash Flow Statement for the year ended on that date and the Reports of the Board of

Directors and Auditors thereon.

b. the Consolidated Audited Financial Statements of the Company for the financial year ended

March 31, 2016 including the Audited Balance Sheet as at March 31, 2016, Statement of Profit &

Loss and Cash Flow Statement for the year ended on that date and the Report of the Auditors

thereon.

2 To confirm the 3 (three) interim dividends (aggregating to 90% of the face value) declared and paid

on equity shares for the year 2015-16 as final dividend.

3 To appoint a Director in place of Mr. Anil Kumar Chandaria (DIN – 00296538), who retires by rotation

and being eligible, offers himself for re-appointment.

4 To ratify the appointment of Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI

Firm Registration No. 117366W/ W-100018) as Statutory Auditors of the Company from the conclusion

of this meeting until the conclusion of the next Annual General Meeting on such remuneration as may

be determined by the Audit Committee and finalised by the Board of Directors of the Company in

accordance with sections 139, 141, 142 of Companies Act, 2013.

Special Business

5 Appointment of Ms. Poonam Ravi Kumar (DIN – 00212786), as an Independent Director

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Ms. Poonam Ravi Kumar (DIN – 00212786), who was appointed as an Additional

Director of the Company by the Board of Directors with effect from 11th August, 2015 and acting as

an Independent Director in accordance with provisions of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and who holds office upto the date of this Annual General Meeting

in terms of section 161 of the Companies Act, 2013 be and is hereby appointed as an Independent

Director of the Company, not liable to retirement by rotation, for a term of five(5) consecutive years up

to 10th August, 2020 pursuant to the provisions of Section 149, 152 read with Schedule IV and other

applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all

acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”


6 Appointment of Mr. Raj Kishore Singh (DIN 00071024) as a Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as


“RESOLVED THAT Mr. Raj Kishore Singh (DIN 00071024), who was appointed by the Board of Directors

as an Additional Director of the Company with effect from 10th March, 2016 and who holds office up to

the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act

2013 (“Act”), who is eligible for appointment and has consented to act as a director of the Company and

in respect of whom the Company has received a notice in writing from a member under Section 160 of

the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed

a Director of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to

do all acts and take all such steps as may be necessary, proper or expedient to give effect to this

resolution.”

7 Service of Documents to the members of the Company

To consider, and if thought fit, to pass, with or without modification(s), the following Resolution as an


“RESOLVED THAT pursuant to provisions of Section 20 of the Companies Act, 2013 (“Act”) and rules

made there under or any other applicable law, the consent of the members be and is hereby accorded

to authorize the Directors and Key Managerial Personnel of the Company to determine and charge

from the members such amount as may be deemed fit as an advance amount being equivalent to the

estimated actual expenses for delivery of the documents to the members in a mode specified by the

member.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Directors and Key

Managerial Personnel of the Company be and are hereby severally authorised to do all such acts,

deeds, matters and things as they may in their absolute discretion as may deem necessary, proper or

desirable and to settle any question, difficulty, doubt that may arise in respect of the matter aforesaid

and further to do all such acts, deeds and things as may be necessary, proper or desirable or expedient

to give effect to the above resolution.”

By order of the Board of Directors

Monica T. Gandhi

Dy. General Manager - Company Secretary

Place: Mumbai

Dated: 30th May, 2016

Notes

1 The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act), relating to

the Business as set out in Item nos. 5, 6 and 7 of the Notice is annexed hereto.

2 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED

TO APPOINT A PROXY AND VOTE ON POLL INSTEAD OF HIMSELF AND PROXY NEED NOT BE A

15Notice

MEMBER OF THE COMPANY. The proxies to be effective should be deposited at the Registered Office

of the Company not later than 48 hours before the commencement of the meeting.

A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate

not more than ten percent of the total share capital of the company carrying voting rights. A member

holding more than ten percent, of the total share capital of the Company carrying voting rights may

appoint a single person as proxy and such person shall not act as proxy for any other person or

shareholder.

3 Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing

their representative to attend and vote at the Annual General Meeting.

4 Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the brief details of the Directors seeking re-appointment/ appointment at the

ensuing Annual General Meeting are provided in the Corporate Governance Report.

5 The register of Directors and Key Managerial Personnel and their shareholding, maintained under

section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM.

6 The Register of Contracts or Arrangements maintained under Section 189 of the Companies Act,

2013 will be available for inspection by the members at the AGM.

7 The Register of Members and Share Transfer Books of the Company will remain closed from

Saturday, 30th July, 2016 to Friday, 5th August, 2016 (both days inclusive).

8 i. Those Members who have not encashed their dividend warrants for the financial years 2008-09

to 2014-15 and interim dividends for the financial year 2015-16 are requested to return the time

barred dividend warrants or forward their claims to the Company or the RTA.

ii. Pursuant to the provisions of Section 205A of the Companies Act, 1956 (Section 124 of the

Companies Act, 2013), dividends for the financial year 2008-09 which remains unclaimed/

unpaid for a period of 7 years is due for transfer to the Investor Education and Protection Fund

constituted by the Central Government. The year wise details of transfer of unclaimed dividend

are given in the Corporate Governance Report.

iii. It may be noted that once the unclaimed dividend is transferred to the Government, as above, no

claim shall lie in respect of such amount against the Company/Investor Education Protection Fund.

9 Pursuant to Regulation 12 of Securities & Exchange Board of India SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, all Companies are mandated to use approved electronic

mode of payment for making cash payments such as Dividend to the Members (where core banking

details are available) or to print the bank account details of the members (as per the Company’s

records) on the physical payment instruments (in case where the core banking details are not available

or electronic payment instructions have failed or rejected by the Bank).

Hence, the Members are requested to furnish/update their bank account name & branch, bank account

number and account type along with other core banking details such as MICR (Magnetic Ink Character

Recognition), IFSC (Indian Financial System Code) etc. at the earliest with:

i. The respective Depository Participants (DP) (in case of the shares held in Electronic Mode) or;

ii. The Registrar & Share Transfer Agents of the Company (R&T) (in case of the shares held in

Physical form).


10 Members holding shares in demat mode may kindly note that any request for change of address

or change of Email ID or change in bank particulars/mandates or registration of nomination are to be

instructed to their Depository Participant only, as the Company or its Registrars and Share Transfer

Agents cannot act on any such request received directly from the Members holding shares in demat

mode.

11 Members holding shares in physical form are requested to lodge share transfer, transmission and

intimate changes, if any, in their registered address, bank account and mandate details, residential

address, E-mail ID’s etc. quoting their folio number(s) to Company’s Registrar and Share Transfer Agent.

Members are requested to note that as per Schedule VII SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015 for transfer of shares in physical form of listed companies, it shall be

mandatory for the transferee(s) as well as transferor(s) to furnish a copy of PAN card to the Company/

Registrar and Share Transfer Agent for registration of such transfer of shares.

12 Members may avail the facility of nomination by nominating a person to whom their shares in

the Company shall vest in the event of their death. The prescribed form can be obtained from the

Company’s Registrar and Share Transfer Agent.

13 Members who hold shares in physical form in multiple folios in identical names or joint names in

the same order of names are requested to send the share certificates to the Company’s Registrar and

Share Transfer Agent for consolidation into single folio.

14 Since securities of the Company are traded compulsorily in dematerialized form as per SEBI

mandate, members holding shares in physical form are requested to get their shares dematerialized at

the earliest.

15 In view of the Ministry of Corporate Affairs’ Green Initiative measures, the Company hereby

requests members who have not registered their email addresses so far, to register their email

addresses with the Registrar and Share Transfer Agent in case the shares are held in physical

mode and with Depository Participants in case the shares are held in demat mode for receiving all

communication including annual report, notices, circulars etc. from the Company electronically.

16 Members are requested to:

a. Bring their copies of the Annual Report at the time of attending the Annual General Meeting.

b. Complete the attendance slip and deposit the same at the entrance of the meeting hall.

c. Send their questions atleast 10 days in advance before the Annual General Meeting for any

further information on accounts to enable the Company to answer their question satisfactorily.

17 All the documents referred to in the Notice will be made available for inspection at the Company’s

registered office and Corporate Office during normal Business hours on working days up to the date of

AGM.

18 Voting through electronic means:

i. In compliance with provisions of section 108 of the Companies Act, 2013, Rule 20 of the

Companies (Management and Administration) Rules, 2014 read with Regulation 44 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased

to provide to the members facility to exercise their right to vote on resolutions proposed to be

considered at the Annual General Meeting (AGM) by electronic voting system and the business

may be transacted through such services. The facility of casting the votes by the members

17Notice

using an electronic voting system from a place other than venue of the AGM) (“remote

e-voting”) is being provided by National Securities Depository Limited (NSDL).

ii. The facility for voting electronically or through Poll Paper shall be made available at the AGM

and the members attending the meeting who have not cast their vote by remote e-voting shall

be able to exercise their right to vote at the meeting.

iii. The members who have cast their vote by remote e-voting prior to the AGM may also attend the

AGM but shall not be entitled to cast their vote again or change it subsequently.

iv. The e-voting facility will be available during the following voting period

Commencement of remote e-voting: From 9.00 a.m. IST of 1st August, 2016

End of remote e-voting : Up to 5.00 p.m. IST of 4th August, 2016

During this period members’ of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-off date of 29th July, 2016, may cast their vote by remote

e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter and the

facility will be blocked forthwith.

v. The process and manner for remote e-voting are as under:

A. For members whose valid email IDs are registered with the Company/Depository

Participants(s) will receive a AGM Notice along with e-voting details from NSDL. Thereafter

the following procedure is to be complied]:

i. Open email and open PDF file viz. “remote e-voting.pdf” with your Client ID or Folio

No. as password. The said PDF file contains your user ID and password/PIN for remote

e-voting. Please note that the password is an initial password. You will not receive this

PDF file if you are already registered with NSDL for e-voting then you can use your

existing User ID/ password for casting the vote. If you have forgotten your User ID/

password, you can reset your password by using “Forget User Details / Password”

option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.:

1800-222-990.

ii. Launch internet browser by typing URL: https://www.evoting.nsdl.com/

iii. Click on “Shareholder – Login”

iv. Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

v. Password change menu appears. Change the password/PIN with new password of your

choice with minimum 8 digits/characters or combination thereof. Note new password.

It is strongly recommended not to share your password with any other person and take

utmost care to keep your password confidential.

vi. Home page of “remote e-voting” opens. Click on remote e-voting : Active Voting Cycles.

vii. Select “EVEN” of “Aegis Logistics Ltd.”

viii. Now you are ready for remote e-voting as “Cast Vote” page opens.


ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”

when prompted.

x. Upon confirmation, the message “Vote cast successfully” will be displayed.

xi. Once you have voted on the resolution, you will not be allowed to modify your vote.

xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.

together with attested specimen signature of the duly authorized signatory(ies) who are

authorized to vote, to the Scrutinizer through e-mail to [email protected] with a

copy marked to [email protected]

B. In case of members whose email ID’s are not registered with the Company/ Depository

Participants(s) or have requested for physical copy the following procedure is to be complied:

a. The “e-voting notice” with the user ID and password for e-voting along with process,

manner and instructions for e-voting are being sent simultaneously to the members.

b. Initial password is provided in the e-voting notice for the AGM:

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

c. Please follow all steps from Sl. No. (ii) to Sl. No. (xii) of ‘A’ as above, to cast vote.

vi. Login to e-voting website will be disabled upon five unsuccessful attempts to key-in the correct

password. In such an event, you will need to go through ‘Forgot Password’ option available on

the site to reset the same.

vii. In case of any queries relating to e-voting, you may refer ‘Frequently Asked Questions (FAQs) for

members’ and ‘Remote E-voting User Manual for members’ available in the ‘Downloads’ section

of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or may contact Mr. Rajiv Ranjan,

Asst. Manager, M/s. National Securities Depository Ltd., Email id : [email protected], Tel. No.

022–24994738. In case of any grievances connected with the facility of e-voting, you may contact

Mr. Santosh Jaiswal, Link Intime India Pvt Limited, C-13, Pannalal Silks Mills Compound, L.B.S. Marg,

Bhandup (West), Mumbai-400078, Telephone: 022 - 2594 6970, Fax: 022 - 2594 6969, Email ID:

[email protected].

viii. If you are already registered with NSDL for remote e-voting then you can use your existing user

ID and password/PIN for casting your vote.

ix. You can also update your mobile number and e-mail id in the user profile details of the folio

which may be used for sending future communication(s).

x. The voting rights of members shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date of 29th July, 2016.

xi. Any person, who acquires shares of the Company (Electronically or physically) and becomes

member of the Company after dispatch of the Notice of the Meeting and holding shares as of the

cut-off date i.e. 29th July, 2016, may obtain the User ID and password by sending a request at

[email protected] or can get in touch with Mr. Santosh Jaiswal of Link Intime Pvt Limited, C-13,

Pannalal Silks Mills Compound, L.B.S Marg, Bhandup (West), Mumbai-400078, Telephone: 022 -

2594 6970, Fax: 022 - 2594 6969, Email Id: [email protected]. Any person who is not a

Member as on the cut-off date should treat this Notice for information purposes only.

19Notice

xii. A person, whose name is recorded in the register of members or in the register of beneficial

owners maintained by the depositories as on the cut-off date only shall be entitled to avail the

facility of remote e-voting as well as voting at the AGM either electronically or through Poll Paper.

xiii. The Company has appointed Mr. Prasen Naithani, Practicing Company Secretary (Membership

No. 3830) as the Scrutinizer to scrutinize the physical voting and remote e-voting process for the

Annual General Meeting in a fair and transparent manner.

xiv. The Chairman shall, at the Annual General Meeting, at the end of discussion on the resolutions

on which voting is to be held, allow voting with the assistance of scrutinizer, by use of Poll Paper

or electronically for all those members who are present at the Annual General Meeting but have

not cast their votes by availing the remote e-voting facility.

xv. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the

votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the

presence of at least two witnesses not in the employment of the Company and shall make, not

later than 48 hours of the conclusion of the AGM, a consolidated scrutinizer’s report of the total

votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing,

who shall countersign the same and declare the result of the voting.

xvi. The Notice of the AGM shall be placed on the website of the Company till the date of AGM. The

Results declared, alongwith the Scrutinizer’s Report shall be placed on the Company’s website

www.aegisindia.com and on the website of NSDL immediately after the declaration of result by

the Chairman or a person authorized by him in writing. The results shall also be immediately

forwarded to the BSE Limited and National Stock Exchange of India Limited, where the shares

of the Company are listed. Further, the results shall be displayed on the Notice Board of the

Company at its Registered Office and its Corporate Office.

19 Route map from Vapi Railway Station (Via Station Road & Vapi - Koparli Road) to Fortune Park

Galaxy, National Highway NO. 8, G.I.D.C, Vapi, Gujarat 396195 (1.2 k.m.) from Vapi (East) Railway Station.

Head on Station Road toward Vapi – Daman Road

Continue onto Vapi - Koparli Road

Turn right at Hotel Sarvoday to Fortune Park Galaxy


Monica T. Gandhi


Place: Mumbai Dated: 30th May, 2016


Explanatory Statement pursuant to the provisions

of section 102 of the Companies Act, 2013

Item No. 5

As per the provisions of Section 149 of the Companies Act, 2013 read with rules made there under and

pursuant to regulation 17 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015,

the Company should have atleast one woman director.

In view of the above, the Board of Directors of the Company on recommendation of the Nomination and

Remuneration Committee have appointed Ms. Poonam Ravi Kumar as an Additional Director (category

Independent) of the Company with effect from 11th August, 2015.

In terms of the provisions of Section 161(1) of the Act, Ms. Poonam Ravi Kumar would hold office up

to the date of the ensuing Annual General Meeting. The Company has received a notice in writing

from a member alongwith the deposit of requisite amount under Section 160 of the Act proposing the

candidature of Ms. Poonam Ravi Kumar for the office of Independent Director of the Company.

Ms. Poonam Ravi Kumar is not disqualified from being appointed as a Director in terms of Section 164 of

the Act and has given her consent to act as a Director.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to

appoint an independent director on its Board. Based on the declarations received from Ms. Poonam

Ravi Kumar in terms of section 149(7) of the Companies Act, 2013, the Board is of the opinion that

she meets with the criteria of independence and she possesses appropriate skills, experience and

knowledge, inter alia, in the field of corporate governance, international business, market development

and cross border socio-cultural integration.

Brief resume of Ms. Poonam Ravi Kumar, nature of her expertise in specific functional areas and

names of companies in which she holds directorships and memberships are provided in the Corporate

Governance Report forming part of the Annual Report.

Keeping in view her vast expertise and knowledge, it will be in the interest of the Company that Ms.

Poonam Ravi Kumar is appointed as an Independent Director.

Copy of the draft letter for appointment of Ms. Poonam Ravi Kumar as an Independent Director setting

out the terms and conditions is available for inspection by members at the Registered Office of the

Company during normal working hours on working days.

Save and except Ms. Poonam Ravi Kumar none of the other Directors / Key Managerial Personnel of

the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the

resolution set out at Item No. 5 of the Notice.

The Board commends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the

shareholders.

Item No. 6

The Board of Directors at its meeting held on 10th March, 2016 on recommendation by the Nomination

and Remuneration Committee appointed Mr. Raj Kishore Singh as an Additional director of the

Company under section 161 of the Companies Act, 2013.

21Explanatory statement

Pursuant to the provisions of Section 161 of the Act, being an Additional Director, Mr. Raj Kishore Singh

will hold office up to the date of the ensuing Annual General Meeting (“AGM”) and is eligible to be

appointed a Director of the Company. The Company has received notice in writing under Section 160 of

the Act from a member proposing the candidature of Mr. Raj Kishore Singh for the office of Director.

Mr. Raj Kishore Singh is not disqualified from being appointed as a Director in terms of Section 164 of

the Act and has given his consent to act as a Director.

In the opinion of the Board, Mr. Raj Kishore Singh is a person of integrity and possesses relevant

subject matter expertise in all matters of oil business. He has also occupied Board Level position

of Chairman & Managing Director and Director for over 7 years of Navratna and Fortune 500 listed

Company Bharat Petroleum Corporation Limited (BPCL). Brief resume of Mr. Raj Kishore Singh, nature of

his expertise in specific functional areas and names of companies in which he holds directorships are

provided in the Corporate Governance Report forming part of the Annual Report.

Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Raj

Kishore Singh is appointed as a Director on the Board of the Company.

Except for Mr. Raj Kishore Singh, none of the Directors and Key Managerial Personnel (KMP) or relatives

of directors and KMPs are concerned or interested in the Resolution at Item No. 6 of the accompanying

Notice.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the

shareholders.

Item No. 7

Pursuant to the provisions of Section 20 of the Companies Act, 2013 read with the rules made

thereunder, a member may request for delivery of any documents through any particular mode as

stated by the member of the Company for which he shall pay fees as may be determined by the

company with the consent of its members at annual general meeting.

In view of the same, it is considered proper to authorize its Directors and Key Managerial Personnel

severally to determine and charge such amount as may be deemed fit from time to time as an advance

amount being equivalent to the actual or estimated expenses for the delivery of the documents to the

members in a mode specified by them.

None of the Directors and Key Managerial Personnel (KMP) or relatives of directors and KMPs are

concerned or interested in the Resolution at Item No. 7 of the accompanying Notice.

The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval by the

shareholders.


Monica T. Gandhi


Place: Mumbai Dated: 30th May, 2016


Directors’ Report

To the Members of the Company:

The Directors have pleasure in presenting the 59th Annual Report and Audited Statement of Accounts

of the Company for the year ended 31st March 2016.

Financial Performance

(Rs. in crores)

Group Consolidated Company Standalone

2015-16 2014-15 2015-16 2014-15

Revenue from Operation 2213.22 3916.00 357.35 345.22

Profit before Finance cost (as mentioned

below), Depreciation and Tax * 191.18 184.30 93.19 156.66

Finance Cost [including Interest (Net),

Hedging Cost & Foreign Exchange Loss

(Gain)] 15.09 19.12 7.74 11.88

Depreciation 23.42 22.96 11.55 12.24

Profit before tax 152.67 142.22 73.90 132.54

Provision for taxation – Current Tax 22.55 26.35 19.71 22.14

– Deferred 3.98 3.56 0.32 2.56

Net Profit after tax 126.14 112.31 53.87 107.83

Less: Minority Interest 12.81 8.90 – –

Net Profit for the Year 113.33 103.41 53.87 107.83

Balance in statement of Profit & Loss 140.87 220.33 138.15 198.80

Profit available for Appropriations 254.20 323.29 192.02 306.63

Less: Appropriations

Transfer to General Reserves – (150.00) – (150.00)

Transfer to Debenture Redemption

Reserve (9.82) 3.36 (1.25) 5.00

Transfer to Capital Redemption Reserve – (12.00) – –

Interim Dividend {Rs.7.50 (Previous Year

Rs. 2.50) per share} (30.06) (25.05) (30.06) (25.05)

Corporate Dividend Tax thereon (6.12) 1.27 (6.12) 1.56

Corporate Dividend Tax on Preference

Share Dividend declared by a Subsidiary

Company – – – –

Proposed Dividend – Final – – – –

Corporate Dividend Tax thereon – – – –

Closing Balance 208.20 140.87 154.59 138.15

*Normalised EBIDTA

23Directors’ Report

Operating Performance:

Company Standalone

Revenue from operations increased marginally by 3.51% at Rs. 357.35 crores (previous year Rs. 345.22

crores). The Gross Profit (before net interest, depreciation, tax, hedging cost & foreign exchange loss

(gain), PBIDT decreased to Rs.93.19 crores (previous year Rs. 156.66 crores) on account of lower other

income. Profit before Tax was lower at Rs.73.90 crores (previous year Rs. 132.54 crores) and Profit after

Tax decreased to Rs. 53.87 crores (previous year Rs. 107.83 crores) due to lower other income.

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year

decreased to Rs. 2213.22 crores (previous year Rs. 3916.00 crores) on account of lower commodity

prices. The Profit before Tax for the year rose to Rs. 152.67 crores (previous year Rs. 142.22 crores)

an increase of 7.35% on year on year basis. The Profit after Tax for the year rose to Rs. 126.14 crores

(previous year Rs. 112.31 crores), an increase of 12.31% on year on year basis.

Liquid Segment

Revenues of the group for Liquid Division were higher for the year by 11.21% at Rs. 170.60 crores

(previous year Rs. 153.40 crores) due to better capacity utilization. Normalised EBITDA increased to

Rs. 102.38 crores compared to Rs. 97.39 crores in previous year, an increase of 5.12%. The revenues and

margins continued to remain strong.

Gas Segment

The revenue for Gas Division during the year was Rs. 2042.62 crores (previous year Rs. 3762.60 crores)

on account of lower LPG prices. The normalized EBITDA increased to Rs. 121.23 crores as compared to

Rs. 84.65 crores in previous year, mainly due to improved margins and higher throughput volumes.

Outlook for the Group

The oil, gas and chemical logistics business continues to show good potential as India’s import and

exports of oil products, LPG and chemicals increase.

The company is poised to take advantage of this growth by operating its newly established facilities at

Haldia and Pipavav at higher rates of capacity utilization. A new LPG terminal is under construction at

Haldia and a new liquids terminal is planned at Kandla.

Dividend

The company continues to evaluate and manage its dividend policy to build long term shareholder

value. The Directors recommended three interim dividends during the financial year ended 31st March,

2016 aggregating to total dividend of 90% i.e. Rs. 0.90 per share of Rs. 1/- each (previous year Rs. 7.25

per share of Rs. 10/- each).

New Projects and Expansion

In light of increased demand for LPG in the region, the company recently tripled its LPG storage capacity at

Pipavav to 8,100 MT. This additional capacity will be available for use in FY 2016-17.

The Company is setting up a fully refrigerated LPG terminal at Haldia Dock Complex, West Bengal, with

a static storage capacity of 25,000 MT and throughput capacity of 1,500,000 MT per annum. Terminal

construction is underway with all the requisite environmental permits secured and is expected to be


commissioned in 2017-18. This will be the largest LPG terminal in the Aegis portfolio. The Company

has also signed a 20 year Memorandum of Understanding (MoU) with a large public sector unit as the

anchor customer for use of this terminal.

The Company is expanding its Haldia liquids terminal by adding 25,000 KL of storage capacity which is

expected to be commissioned in Q4 FY16-17.

The Company has initiated a project of debottlenecking of Mumbai LPG terminal by connecting it by

pipeline to the Uran-Chakan cross country LPG pipeline. This will result in increased throughput capacity

and less road movement of LPG.

In Kandla, the Company is building 100,000 KL of liquid capacity for chemicals and petrochemicals, which

is expected to be commissioned in Q1 FY 17-18.

The company continues to look for opportunities to lease or acquire land at major and minor ports in India.

Allotment of Land at Ports

Aegis Group is continuing with its strategy of adding more terminals to its portfolio, offering its

customers logistics services at every major gateway into and out of India. With the additional land

allotments, Aegis Group is continuing its strategy of building a necklace of port terminals around India’s

coast line. The company already has additional land at the key ports of Pipavav, Haldia, New Mangalore,

Kandla and Kochi available for new projects and will continue to evaluate new opportunities for land at

all ports.

Credit Rating

The credit rating agency, Credit Analysis and Research Ltd. (CARE) has continued to assign a short term

credit rating of ‘A1+’ (A One Plus) and long term rating of ‘AA-’ (Double A Minus).

India Ratings and Research (Ind-Ra) has assigned the Company a Long-Term Issuer Rating of ‘IND AA’.

The Outlook is Stable.

Consolidated Financial Statements

In compliance with the directions by Ministry of Corporate Affairs, Govt. of India (MCA), the

Consolidated Financial Statements of Aegis Group as provided in this Annual Report are prepared in

accordance with the Accounting Standard (AS 21) “CONSOLIDATED FINANCIAL STATEMENTS”. The

Consolidated Financial Statements include Financial Results of its Subsidiary Companies.

For information of members, a separate statement containing salient features of the financial details of

the Company’s subsidiaries for the year ended 31st March, 2016 in Form AOC-1 is included along with

the financial statement in this Annual Report. The Annual Accounts of these subsidiaries will be made

available to the holding and subsidiary companies’ Members seeking such information at any point of

time. The annual accounts of the subsidiary companies will also be kept for inspection by any Member

at Head/Corporate Office of the Company and that of the subsidiary companies concerned and the

same shall be displayed on the website of the Company www.aegisindia.com.

The Annual Report of the Company, the quarterly/half yearly and the annual results and the press

releases of the Company are also placed on the Company’s website: www.aegisindia.com.


Subsidiary Companies

The Company has nine subsidiaries (out of which, seven are wholly owned subsidiaries) as on

31st March, 2016 having business akin and germane to the business of holding Company, whose

details are given in the Annual Report and there has been no change in the nature of business of its

subsidiaries during the year. The operating & financial Performance of the subsidiary Companies are as

provided below:

Sea Lord Containers Limited

During the year under review, the Company’s Bulk Liquid terminal continued operations at full capacity.

The Company recorded a Turnover of Rs. 48.58 Crores (Previous year Rs. 39.38 Crores), increase of

23.34% on YoY basis on account of product mix. Net Profit after Tax was recorded at Rs. 33.29 Crores

(Previous year Rs. 23.91 Crores), an increase of 39.20%.

Aegis Gas (LPG) Private Limited (wholly owned subsidiary)

The revenue for the year has decreased to Rs. 105.09 Crores as against Rs. 111.21 Crores of the previous

year on account of lower commodity prices. The Company commissioned its additional Gas Storage

Terminal capacity 2700 MT. Profit after tax was therefore higher at Rs. 15.64 Crores as compared to

Rs. 12.58 Crores in previous year.

Hindustan Aegis LPG Limited (wholly owned subsidiary)

During the year 2015-16, the operating revenue decreased to Rs. 1215.59 Crores from Rs. 2789.15

Crores in previous year on account of lower volumes and prices. Profit after tax for the year ended 31st

March, 2016 was Rs. 11.38 Crores as compared to profit of Rs. 5.40 Crores in previous year.

Konkan Storage Systems (Kochi) Private Limited (wholly owned subsidiary)

During the year under review, the Income was Rs. 4.55 Crores as against Rs. 4.85 Crores in the previous

year. The company made a net profit of Rs. 0.65 Crore as against Rs. 1.53 Crore in the previous year.

Aegis Group International Pte. Limited

The revenue for the year has decreased to Rs. 1500.44 Crores as against Rs. 3374.32 Crores of the

previous year. Profit after tax for the year ended 31st March, 2016 was Rs. 11.22 Crores as compared to

profit of Rs. 16.09 Crores in previous year.

Aegis International Marine Services Pte. Limited (wholly owned subsidiary)

The revenue for the year has decreased to Rs. 8.82 Crores as against Rs. 41.22 Crores of the previous

year on account of lower volumes. Loss for the year ended 31st March, 2016 was Rs. 0.06 Crore as

compared to profit of Rs. 0.31 Crore in previous year.

Aegis LPG Logistics (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.20 lacs during the year (Previous year Rs. 0.26 lacs).

The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.20 lacs during the year (Previous year Rs. 0.27 lacs).


Eastern India LPG Company Private Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.59 lacs during the year (previous year Rs. 0.58 lacs).



Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any

existing fixed deposits from its shareholders and general public.

The total amount of fixed deposits matured and remaining unclaimed with the Company as on

31st March, 2016 was Rs. 2.45 lacs. There were no overdue deposits other than those unclaimed at

the year end. There is no default in payment of interest and repayment of matured deposits & interest

thereon by the Company.

Corporate Governance

A report on Corporate Governance, as stipulated under ‘Schedule V’ of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) together with a certificate of compliance

from the Auditors, forms part of this report.

Management Discussion and Analysis

In compliance with ‘Schedule V’ of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, a separate section on Management Discussion and Analysis, which also includes further details

on the state of affairs of the Company, forms part of this Annual Report.

Listing of Company’s Securities

Equity Shares

The Company’s Equity Shares continue to remain listed with the BSE Ltd. and National Stock Exchange

of India Ltd. and the stipulated Listing Fees for the financial year 2016-17 have been paid to both the

Stock Exchanges.

During the year, the Company has sub-divided (split) its equity share from the face value of Rs. 10/- each

into Re. 1/- each.

Non-convertible Debentures

The Company’s Redeemable Non-Convertible Debentures are listed on the Wholesale Debt Market

Segment of National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year

2016-17 have been paid.

Change in Registrar and Transfer Agent

The Board of Directors of the Company has on 10th May, 2016 duly approved the appointment of

M/s. Link Intime India Pvt. Ltd. as Registrar & Share Transfer Agent of the Company w.e.f. 21st May, 2016

in place of M/s. Sharepro Services (India) Private Limited, the Company’s existing Registrar and Share

Transfer Agent of the Company whose services are terminated w.e.f. closure of business hours on

Friday, 20th May, 2016.

The aforesaid was done in accordance with SEBI’s Interim Order WTM/RKA/MIRSD2/41/2016 dated

22nd March, 2016.

Directors & Key Management Personnel

Pursuant to section 152 of the Companies Act, 2013, Mr. Anil M. Chandaria, Director of the Company

retires by rotation and being eligible, offers himself for re-appointment.


Pursuant to section 161 of the Companies Act, 2013, during the year Board of Directors, on

recommendation of Nomination and Remuneration Committee, had appointed Ms. Poonam Ravi

Kumar as Additional Director in the category Independent at their meeting held on 11th August, 2015

and Mr. Raj Kishore Singh as Additional Director at their meeting held on 10th March, 2016. Both the

Directors will hold office upto the ensuing Annual General Meeting. Appropriate resolutions for the

appointment/ re-appointment of the Directors are being placed for approval of the members at the

Annual General meeting. Your Directors recommend the appointment of Ms. Poonam Ravi Kumar

as Independent Director to hold office upto 5 (five) consecutive years up to 10th August, 2020 and

appointment of Mr. Raj Kishore Singh as a Director at the ensuing Annual General Meeting.

Disclosure from Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration

given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013,

the Board hereby confirms that all the Independent Directors have given declarations and further

confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Auditors

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder,

the Company had, in its Annual General Meeting held on 31st July, 2014, approved the appointment

of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration No.

117366W/W-100018) to hold office till the conclusion of the third consecutive Annual General Meeting,

subject to ratification by the members at every Annual General Meeting. In compliance with the same,

the Directors do hereby place for ratification, the re-appointment of M/s. Deloitte Haskins & Sells LLP,

Chartered Accountants, Mumbai, until the conclusion of the next Annual General Meeting.

Occupational Health, Safety & Environment

The Company is holding ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) certifications and

thereby meets all quality, environmental and safety standards specified under these Certifications.

The company carries out a monthly review of health, safety and environment compliance for all sites

and carries out regular mock drills and emergency preparedness tests. The company carried out

various competitions like slogans, posters, ‘spotting the hazards’ to create awareness of safety amongst

all levels of employees, contract workmen and also transporters. The company completed internal

safety audit with external auditor.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

Details of energy conservation and research and development activities undertaken by the Company

along with the information in accordance with the provisions of section 134 of Companies Act, 2013

read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are

given in Annexure ‘A’ to the Directors’ Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act

read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 forms part of the Annual Report.


However, having regard to the provisions of the first proviso to section 136(1) of the Act, the Annual

Report excluding the aforesaid information is being sent to the members of the Company. The said

information is available for inspection at the registered office of the Company during working hours

and any member interested in obtaining such information may write to the Company Secretary and the

same will be furnished on request.

Directors’ Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended

31st March 2016 are in full conformity with the requirement of the Companies Act, 2013. The Financial

Accounts are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells LLP.

The Directors further confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed

along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the company at the end of the financial year and of the profit and loss of the

company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company

and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors, had laid down adequate internal financial controls to be followed by the company

and that such internal financial controls including with reference to Financial Statements are

adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

Internal Control Systems and their Adequacy

The Company has an effective internal control and risk-mitigation system, which are constantly

assessed and strengthened. The Company’s internal control system is commensurate with its size,

scale and complexities of its operations. The internal and operational audit is entrusted to Messrs

Natvarlal Vepari and Company, a reputed firm of Chartered Accountants. The main thrust of internal

audit is to test and review controls, appraisal of risks and business processes, besides benchmarking

controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of

the internal control systems and suggests improvements to strengthen the same. The Company has a

robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are

periodically apprised of the internal audit findings and corrective actions taken.


Significant and material orders

There are no significant and material orders passed by the regulators/courts/tribunals impacting the

going concern status and the Company’s operations in future.

Composition of Audit Committee

The Company has an Audit Committee comprising of the following four Non-Executive Directors, out of

which three are Independent Directors:

1. Mr. Dineshchandra J. Khimasia (Chairman)

2. Mr. Kapoorchand M. Chandaria

3. Mr. Kanwaljit S. Nagpal

4. Mr. Rajnikant J. Karavadia

During the year, the Board of Directors of the Company had always accepted the recommendations of

the Audit Committee.

Vigil Mechanism for Directors and Employees

The Company, pursuant to section 177 of Companies Act, 2013 read along with the rules made

thereunder and Regulation 22 of SEBI LODR, have established vigil mechanism for Directors and

Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of

the Company’s code of conduct or ethics policy. The scope of the policy is that it covers any alleged

wrongful conduct and other matters or activity on account of which the interest of the Company is

affected and is formally reported by Whistle Blower(s). The Whistle Blower’s role is that of a reporting

party with reliable information. They are not required or expected to act as investigators or finders of

facts, nor would they determine the appropriate corrective or remedial action that may be warranted in

a given case.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The

details of the said Policy are explained in the Corporate Governance Report and also posted on the

website of the Company.

Extract of the annual return as provided under sub-section (3) of section 92

Extract of the annual return as provided under sub-section (3) of section 92 of Companies Act, 2013 as

prescribed in Form MGT-9 is given in Annexure ‘B’ to the Directors’ Report.

Policy relating to remuneration of Directors, Key Managerial Personnel and other Employees

In terms of the provisions of section 178 of the Companies Act, 2013 read with the Companies (Meetings

of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI LODR, the Company duly constituted a

Nomination and Remuneration (N&R) Committee comprising of the following members:

1. Mr. Dineshchandra J. Khimasia (Chairman)


3. Mr. Rajnikant J. Karavadia

The N&R Committee identified persons who are qualified to become Directors and who may be

appointed in Senior Management in accordance with the laid down criteria, recommend to the Board

their appointment and renewal and shall carry out evaluation of every Director’s performance. The


Committee formulates criteria for determining qualifications, positive attributes and independence of

a Director and recommends to the Board a policy, relating to the remuneration for the directors, key

managerial personnel and other employees.

The Remuneration policy reflects the Company’s objectives for good corporate governance as well

as sustained and long-term value creation for stakeholders’. The Policy will also help the Company to

attain optimal Board diversity and create a basis for succession planning. In addition, it is intended to

ensure that –

a) the Company is able to attract, develop and retain high-performing and motivated Executives in a

competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed

salaries being a significant remuneration component, as permissible under the Applicable Law;

c) remuneration of the Executives are aligned with the Company’s business strategies, values, key

priorities and goals.

Disclosure of composition of the Corporate Social Responsibility Committee

Disclosure of composition of the Corporate Social Responsibility Committee, contents of the CSR Policy

and the format as provided under section 135 of Companies Act, 2013 read along with Companies

(Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure - ‘C’ to the Directors’

Report.

Particulars of Loans, Guarantees or Investments

The Company is engaged in the business of providing infrastructural facilities as specified under

section 186(11)(a) of the Companies Act, 2013 read with Schedule VI to the Companies Act, 2013.

However, details of Loans, Guarantees and Investments are given in the notes to the Financial

Statements.

Disclosure of particulars of contracts/arrangements with related parties

All transactions entered into with the related parties are in the ordinary course of business and are on

arm’s length basis.

There are no significant related party transactions made by the Company with Promoters, Directors,

Key Managerial Personnel or other designated persons which may have a potential conflict with the

interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus

approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a

foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so

granted are audited and a statement giving details of all related party transactions is placed before the

Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the

Board is uploaded on the Company’s website at http://www.aegisindia.com/Corporate_Governances.

aspx.


Development and implementation of Risk Management Policy

The Company has constituted a Risk Management Committee which is not a mandatory requirement

consisting of majority members of Board of Directors comprising of the following members:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Dineshchandra J. Khimasia


4. Mr. Rajiv M. Chohan

The Committee lays down procedures to inform Board members about the risk assessment and

minimization procedures, monitor and review risk management plan and for carrying out such other

functions as may be directed by the Board.

The Company adopted a risk management policy including identification therein of elements of risk,

and action taken by the Company to mitigate those risks.

The specific objectives of the Risk Management Policy are to ensure that all the current and future

material risk exposures of the company are identified, assessed, quantified, appropriately mitigated

and managed, to establish a framework for the company’s risk management process and to ensure

companywide implementation, to ensure systematic and uniform assessment of risks related with Oil,

Gas & Chemicals Logistics business, to enable compliance with appropriate regulations, wherever

applicable, through the adoption of best practices and to assure business growth with financial stability.

The details of Committee and its terms of reference are also set out in the Corporate Governance

Report forming part of the Board’s Report.

Material changes and commitments, if any, affecting the financial position of the company

There were no material changes and commitments, which affected the financial position of the

company between the end of the financial year of the company to which the financial statements relates

and the date of the report.

Number of meetings of the Board of DirectorsDuring the year ended 31st March, 2016, 5 Board Meetings were held on the following dates:

1. 28/05/2015

2. 11/08/2015

3. 03/11/2015

4. 28/01/2016

5. 10/03/2016

The detailed composition of the Board of Directors along with the number of Board Meetings and

various committees has been provided in the Corporate Governance Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every

individual working in the Company’s premises through various interventions and practices. The

Company always endeavours to create and provide an environment that is free from discrimination and

harassment including sexual harassment.


The policy on prevention of sexual harassment at Workplace aims at prevention of harassment of

employees and lays down the guidelines for identification, reporting and prevention of undesired

behaviour.

During the year ended 31st March 2016, there were nil complaints recorded pertaining to sexual

harassment.

Secretarial Audit Report

Pursuant to the provisions of section 134(3) and section 204 of Companies Act, 2013 read along with

the rules made thereunder, the Board of Directors of the Company appointed Mr. Prasen Naithani

of P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit. The

Secretarial Audit Report for the financial year ended 31st March, 2016 forms part of this Report and is

annexed herewith as Annexure - ‘D’.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions

of the Companies Act, 2013, Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the

Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI)

and Foreign Direct Investment (FDI), all the Regulations and Guidelines of SEBI as applicable to the

Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992, Listing Agreements with the Stock Exchanges and the Memorandum and Articles of

Association of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) SEBI LODR, the Board has

carried out an annual performance evaluation of its own performance, the directors individually as well

as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

The manner in which the evaluation has been carried out has been explained in the Corporate

Governance Report.

Appreciation

Your Directors place on the record their appreciation of the contribution made by the employees at all

levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the

Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the assistance and co-operation received from the

authorities of Port Trust, Bankers, Central and State Government Departments, Shareholders, Suppliers

and Customers.

For and on behalf of the Board

Raj K. Chandaria


DIN: 00037518

Anish K. Chandaria


DIN: 00296538

Place : Mumbai

Dated : 30th May, 2016


Annexure A to the Directors Report(Information under section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules,

2014 and forming part of the Directors’ Report for the year ended 31st March, 2016)

(A) Conservation of Energy (i) the steps taken or impact on conservation of energy;

The Company has taken following measures for energy conservation at the factories:

1. The energy consultant completed the audit and has submitted the recommendations.

2. Replacement of conventional bulbs to compact fluorescent lamps (CFLs).

3. Replacement of old air conditioners (without star ratings) to newer energy efficient models.

4. evaluation of electromizer performance for reduction of energy consumption is worked out.

5. the consultant’s recommendations were acted upon and automatic switching of cooling

tower fans as per the set temperature is being implemented

1. The Leakages in service air lines are being identified and plugged so that the

compressors do not run unnecessary.

2. Modification in LPG pipeline chilling process done resulting in reduction in heat load on

LPG refrigeration compressors which leads to lower power consumption.

(ii) the steps taken by the company for utilising alternate sources of energy;

The company is preparing a study report on the use of alternate green energy wherever possible in

its operation.

(iii) the capital investment on energy conservation equipment;

At the Company’s terminal, efficacy of recommendations given by the Energy Consultants are being

evaluated and planning is in process for implementation of the same.

Cost of small LPG compressor about – 4 lakhs

(B) Technology Absorption (i) the efforts made towards technology absorption:

The Company is taking various measures towards technology up gradation and innovation from

time to time viz. Installation of Automatic Power Factor Correction Panel, Mass Flow Meters and PLC

System etc.

(ii) the benefits derived like product improvement, cost reduction, product development or import

substitution;

Is not applicable as the nature of business is terminal operations.

(iii) in case of imported technology (imported during the last three years reckoned from the

beginning of the financial year)-

No new Technology was imported during the financial year.

(iv) the expenditure incurred on Research and Development:

The Company is not engaged in manufacturing activities and as such there is no specific R&D

Project undertaken.

(C) Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange

outgo during the year in terms of actual outflows:

Foreign Exchange Earnings & Outgo are provided in the Notes forming part of the Accounts.


Place : Mumbai


Raj K. Chandaria


DIN: 00037518

Anish K. Chandaria


DIN: 00296538


Annexure B to the Directors Report

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

1 CIN L63090GJ1956PLC001032

2 Name of the company AEGIS LOGISTICS LIMITED

3 Registration Date 30th June, 1956

4 Category/Sub-Category of the Company Company limited by shares

5 Address of the Registered Office 502, 5th floor, Skylon,

GIDC, Char Rasta,

Vapi-396195, Dist. Valsad,

Gujarat State, India

6 Corporate & Administrative Office 1202, 12th Floor, Tower B,



Lower Parel (West), Mumbai-400 013

Tel : 022-6666 3666

Fax : 022-6666 3777


Website : www.aegisindia.com

7 Whether listed company Yes/No

8 Name, Address and Contact details of

Registrar and Transfer Agent, if any

M/s. Link Intime India Pvt. Ltd.,

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (West),

Mumbai 400 078.

Tel : 022-2594 6970

Fax : 022-2594 6969



II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

Sl.

No.

Name and Description of main

products/services NIC Code of the Product/service

% to total

turnover of

the company

1 Sales – Traded goods - Liquified

Petroleum Gas

Wholesale of solid, liquid and

gaseous fuels and related products

46610 - Wholesale of solid, liquid

and gaseous fuels and related

products

51.85%

Storage and warehousing n.e.c.

[Includes general merchandise

warehouses and warehousing of

furniture, automobiles, gas and oil,

chemicals, textiles etc. Also included

is storage of goods in foreign trade

zones]

52109 - Storage and warehousing

n.e.c. [Includes general merchandise

warehouses and warehousing of

furniture, automobiles, gas and oil,

chemicals, textiles etc. Also included

is storage of goods in foreign trade

zones

47.88%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.

No.

Name and Address of

the Company CIN/GLN

Holding/

Subsidiary/

Associate

% of

shares

held

Applicable

section

1. Sea Lord Containers

Limited

502, 5th Floor, Skylon,

GIDC, Char Rasta,

Vapi – 396 195,

Dist Valsad,

Gujarat

L21029GJ1979PLC034027 Subsidiary

Company

75% 2(87)(ii)

2. Konkan Storage

Systems (Kochi)

Private Limited

23, 5th A Main Road,

Obalappa Garden,

K. R. Road, Bangalore,

Karnataka – 560082

U63023KA2006PTC040986 Wholly

owned

Subsidiary

Company

100% 2(87)(ii)

3. Aegis Gas (LPG)

Private Limited

Unit No. 1202,

12th Floor, Tower B,



Lower Parel (W),

Mumbai – 400 013

U23209MH2001PTC134329 Wholly

owned

Subsidiary

Company

100% 2(87)(ii)


Sl.

No.

Name and Address of

the Company CIN/GLN

Holding/

Subsidiary/

Associate

% of

shares

held

Applicable

section

4. Hindustan Aegis LPG

Limited


GIDC, Char Rasta,

Vapi – 396 195,

Dist Valsad,

Gujarat

U23203GJ1994PLC021375 Wholly

owned

Subsidiary

Company

100% 2(87)(ii)

5. Aegis Terminal

(Pipavav) Limited


GIDC, Char Rasta,

Vapi – 396 195,

Dist Valsad,

Gujarat


owned

Subsidiary

Company

100% 2(87)(ii)

6. Aegis LPG Logistics

(Pipavav) Limited


GIDC, Char Rasta,

Vapi – 396 195,

Dist Valsad,

Gujarat


owned

Subsidiary

Company

100% 2(87)(ii)

7. Eastern India LPG

Company Private

Limited


GIDC, Char Rasta,

Vapi – 396 195,

Dist Valsad,

Gujarat

U23202GJ1994PTC022714 Wholly

owned

Subsidiary

Company

100% 2(87)(ii)

8. Aegis Group

International PTE

Limited,

80 Raffles Place,

#26-01 UOB Plaza 1,

Singapore 048624

200812729D Subsidiary

Company

60% 2(87)(ii)

9. Aegis International

Marine Services PTE

Limited,

80 Raffles Place,

#26-01 UOB Plaza 1,

Singapore 048624

201135315N Wholly

owned

Subsidiary

Company

100% 2(87)(ii)


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(iv) Shareholding Pattern of top ten Shareholders

(other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

For Each of the Top 10 Shareholders Date

Shareholding at the beginning of the year Shareholding at the beginning of the year

INFRASTRUCTURE INDIA HOLDINGS FUND

LLCCREDIT SUISSE

(SINGAPORE) LIMITEDEMERGING INDIA

FOCUS FUNDSNARENDRA KUMAR

AGARWAL

KOTAK MAHINDRA (INTERNATIONAL)

LIMITEDMORGAN STANLEY ASIA

(SINGAPORE) PTE.

FRANKLIN INDIA SMALLER COMPANIES

FUNDIDFC EQUITY

OPPORTUNITY SERIES 2

No. of Shares*

% of total Shares of the

company No. of

Shares*


company No. of

Shares*


company No. of

Shares *


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company

At the beginning of the year 31/3/2015 21201900 6.35 10350000 3.10 3113950 0.93 0 0.00 2373120 0.71 0 0.00 3908390 1.17 2650000 0.79

1 Date wise Increase/Decrease in Top Ten Shareholders’ holding during the year specifying the reasons (**) for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)

10/4/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -100000 -0.03 0 0.00

2 17/4/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -150000 -0.04 0 0.00

3 24/4/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

4 1/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

5 8/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

6 15/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

7 22/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

8 29/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

9 5/6/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -500000 -0.15 0 0.00

10 12/6/2015 0 0.00 0 0.00 0 0.00 107520 0.03 0 0.00 0 0.00 -190190 -0.06 0 0.00

11 19/6/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -59810 -0.02 0 0.00

12 30/6/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -179080 -0.05 0 0.00

13 10/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -70920 -0.02 0 0.00

14 24/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -37160 -0.01 0 0.00

15 31/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -12840 0.00 0 0.00

16 7/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 19400 0.01 0 0.00 0 0.00

17 14/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 2940 0.00 0 0.00 0 0.00

18 21/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

19 28/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

20 4/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

21 11/9/2015 0 0.00 0 0.00 0 0.00 8970 0.00 0 0.00 0 0.00 0 0.00 0 0.00

22 25/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -22340 -0.01 -100000 -0.03 0 0.00

23 30/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -9642 0.00 0 0.00

24 9/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -77950 -0.02

25 16/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -90358 -0.03 0 0.00

26 23/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 911 0.00 0 0.00 0 0.00

27 30/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 549500 0.16 0 0.00 -72050 -0.02

28 6/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 170750 0.05 0 0.00 -100000 -0.03

29 13/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 105000 0.03 0 0.00 0 0.00

30 27/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 309000 0.09 0 0.00 -25000 -0.01

31 4/12/2015 0 0.00 45000 0.01 0 0.00 0 0.00 0 0.00 460200 0.14 -100000 -0.03 -275000 -0.08

32 11/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 67210 0.02 0 0.00 0 0.00

33 18/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 2065 0.00 0 0.00 0 0.00

34 31/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 181700 0.05 0 0.00 0 0.00

35 8/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 59300 0.02 0 0.00 0 0.00

36 15/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

37 22/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

38 29/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

39 5/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 173438 0.05 0 0.00 0 0.00

40 12/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

41 19/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 14000 0.00 0 0.00 0 0.00

42 26/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 36000 0.01 0 0.00 0 0.00

43 4/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 10631 0.00 0 0.00 0 0.00

44 11/3/2016 0 0.00 0 0.00 0 0.00 2300000 0.69 0 0.00 201369 0.06 0 0.00 0 0.00

45 18/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -11162 0.00 0 0.00

46 25/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -29477 -0.01 -50000 -0.01

47 31/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

At the end of the year 31/3/2016 21201900 6.35 10395000 3.11 3113950 0.93 2416490 0.72 2373120 0.71 2341074 0.70 2267751 0.68 2050000 0.61

**Market Purchase/Sell **Market Purchase/Sell

*Note 1) : The Shareholders of the Company at the AGM held on 11th August, 2015 approved the Sub-division of each equity share of having nominal face value of Rs. 10 (Rupees Ten) per share into 10 (ten) Equity Shares having nominal face value of Re. 1 (Rupee One) per Equity Share. The Record Date of Sub-division of Equity Shares was 19th September, 2015.


*Note 2) : The No. of Equity Share before the Record Date has been adjusted at the face value of Re. 1/- so that shares increased and decreased pre and post Sub-division are comparable.


Note 3) : Since the shares of the Company are traded on daily basis, the dates of above sale / purchase have been derived from the Beneficiary Position Statements received from Depositories.




(other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.



INFRASTRUCTURE INDIA HOLDINGS FUND

LLCCREDIT SUISSE

(SINGAPORE) LIMITEDEMERGING INDIA

FOCUS FUNDSNARENDRA KUMAR

AGARWAL

KOTAK MAHINDRA (INTERNATIONAL)

LIMITEDMORGAN STANLEY ASIA

(SINGAPORE) PTE.

FRANKLIN INDIA SMALLER COMPANIES

FUNDIDFC EQUITY

OPPORTUNITY SERIES 2

No. of Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares *


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company

At the beginning of the year 31/3/2015 21201900 6.35 10350000 3.10 3113950 0.93 0 0.00 2373120 0.71 0 0.00 3908390 1.17 2650000 0.79


10/4/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -100000 -0.03 0 0.00

2 17/4/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -150000 -0.04 0 0.00

3 24/4/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

4 1/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

5 8/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

6 15/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

7 22/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

8 29/5/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

9 5/6/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -500000 -0.15 0 0.00

10 12/6/2015 0 0.00 0 0.00 0 0.00 107520 0.03 0 0.00 0 0.00 -190190 -0.06 0 0.00

11 19/6/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -59810 -0.02 0 0.00

12 30/6/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -179080 -0.05 0 0.00

13 10/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -70920 -0.02 0 0.00

14 24/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -37160 -0.01 0 0.00

15 31/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -12840 0.00 0 0.00

16 7/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 19400 0.01 0 0.00 0 0.00

17 14/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 2940 0.00 0 0.00 0 0.00

18 21/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

19 28/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

20 4/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

21 11/9/2015 0 0.00 0 0.00 0 0.00 8970 0.00 0 0.00 0 0.00 0 0.00 0 0.00

22 25/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -22340 -0.01 -100000 -0.03 0 0.00

23 30/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -9642 0.00 0 0.00

24 9/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -77950 -0.02

25 16/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -90358 -0.03 0 0.00

26 23/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 911 0.00 0 0.00 0 0.00

27 30/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 549500 0.16 0 0.00 -72050 -0.02

28 6/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 170750 0.05 0 0.00 -100000 -0.03

29 13/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 105000 0.03 0 0.00 0 0.00

30 27/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 309000 0.09 0 0.00 -25000 -0.01

31 4/12/2015 0 0.00 45000 0.01 0 0.00 0 0.00 0 0.00 460200 0.14 -100000 -0.03 -275000 -0.08

32 11/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 67210 0.02 0 0.00 0 0.00

33 18/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 2065 0.00 0 0.00 0 0.00

34 31/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 181700 0.05 0 0.00 0 0.00

35 8/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 59300 0.02 0 0.00 0 0.00

36 15/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

37 22/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

38 29/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

39 5/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 173438 0.05 0 0.00 0 0.00

40 12/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

41 19/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 14000 0.00 0 0.00 0 0.00

42 26/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 36000 0.01 0 0.00 0 0.00

43 4/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 10631 0.00 0 0.00 0 0.00

44 11/3/2016 0 0.00 0 0.00 0 0.00 2300000 0.69 0 0.00 201369 0.06 0 0.00 0 0.00

45 18/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -11162 0.00 0 0.00

46 25/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 -29477 -0.01 -50000 -0.01

47 31/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00

At the end of the year 31/3/2016 21201900 6.35 10395000 3.11 3113950 0.93 2416490 0.72 2373120 0.71 2341074 0.70 2267751 0.68 2050000 0.61










(other than Directors, Promoters and Holders of GDRs and ADRs): (contd.)

Sl. No.



RAVINDRA RAICHAND DHARAMSHI

PREMIER INVESTMENT FUND LIMITED

ANAND RATHI GLOBAL FINANCE LIMITED

BENGAL FINANCE & INVESTMENT PVT. LTD

IDFC TAX ADVANTAGE (ELSS) FUND

ANAND RATHI CAPITAL ADVISORS PRIVATE LIMITED

Cumulative shareholding during the year

No. of Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company

At the beginning of the year 31/3/2015 512360 0.15 1847590 0.55 0 0.00 2000000 0.60 1699450 0.51 1801500 0.54 51458260 15.41


10/4/2015 143440 0.04 0 0.00 0 0.00 0 0.00 -80690 -0.02 0 0.00 51421010 15.40

2 17/4/2015 297200 0.09 0 0.00 0 0.00 0 0.00 -458570 -0.14 0 0.00 51109640 15.30

3 24/4/2015 84540 0.03 -200000 -0.06 0 0.00 500000 0.15 0 0.00 0 0.00 51494180 15.42

4 1/5/2015 245980 0.07 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51740160 15.49

5 8/5/2015 216480 0.06 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51956640 15.56

6 15/5/2015 102170 0.03 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52058810 15.59

7 22/5/2015 0 0.00 -51430 -0.02 0 0.00 0 0.00 0 0.00 0 0.00 52007380 15.57

8 29/5/2015 0 0.00 -100000 -0.03 0 0.00 48980 0.01 0 0.00 0 0.00 51956360 15.56

9 5/6/2015 0 0.00 0 0.00 0 0.00 742330 0.22 0 0.00 0 0.00 52198690 15.63

10 12/6/2015 0 0.00 0 0.00 0 0.00 404300 0.12 0 0.00 -150000 -0.04 52370320 15.68

11 19/6/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52310510 15.66

12 30/6/2015 0 0.00 100000 0.03 0 0.00 0 0.00 0 0.00 0 0.00 52231430 15.64

13 10/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52160510 15.62

14 24/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52123350 15.61

15 31/7/2015 0 0.00 0 0.00 900000 0.27 0 0.00 -41430 -0.01 -1500000 -0.45 51469080 15.41

16 7/8/2015 0 0.00 0 0.00 751500 0.23 0 0.00 -160 0.00 -151500 -0.05 52088320 15.60

17 14/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52091260 15.60

18 21/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 -1118600 -0.33 0 0.00 50972660 15.26

19 28/8/2015 83640 0.03 -30000 -0.01 0 0.00 74690 0.02 0 0.00 0 0.00 51100990 15.30

20 4/9/2015 0 0.00 -55810 -0.02 0 0.00 0 0.00 0 0.00 0 0.00 51045180 15.28

21 11/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51054150 15.29

22 25/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50931810 15.25

23 30/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50922168 15.25

24 9/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50844218 15.22

25 16/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50753860 15.20

26 23/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50754771 15.20

27 30/10/2015 0 0.00 62497 0.02 0 0.00 0 0.00 0 0.00 0 0.00 51294718 15.36

28 6/11/2015 0 0.00 100000 0.03 0 0.00 0 0.00 0 0.00 0 0.00 51465468 15.41

29 13/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51570468 15.44

30 27/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51854468 15.53

31 4/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51984668 15.56

32 11/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52051878 15.58

33 18/12/2015 0 0.00 2000 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52055943 15.59

34 31/12/2015 0 0.00 0 0.00 -30000 -0.01 0 0.00 0 0.00 0 0.00 52207643 15.63

35 8/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52266943 15.65

36 15/1/2016 0 0.00 -22150 -0.01 0 0.00 0 0.00 0 0.00 0 0.00 52244793 15.64

37 22/1/2016 0 0.00 -11583 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52233210 15.64

38 29/1/2016 0 0.00 20000 0.01 0 0.00 0 0.00 0 0.00 0 0.00 52253210 15.64

39 5/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52426648 15.70

40 12/2/2016 0 0.00 -2000 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52424648 15.70

41 19/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52438648 15.70

42 26/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52474648 15.71

43 4/3/2016 0 0.00 -5000 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52480279 15.71

44 11/3/2016 0 0.00 -10000 0.00 0 0.00 -3770300 -1.13 0 0.00 0 0.00 51201348 15.33

45 18/3/2016 0 0.00 10000 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51200186 15.33

46 25/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51120709 15.31

47 31/3/2016 0 0.00 0 0.00 -1621500 -0.49 0 0.00 0 0.00 0 0.00 49499209 14.82

At the end of the year 31/3/2016 1685810 0.50 1654114 0.50 0 0.00 0 0.00 0 0.00 0 0.00 49499209 14.82










(other than Directors, Promoters and Holders of GDRs and ADRs): (contd.)

Sl. No.



RAVINDRA RAICHAND DHARAMSHI

PREMIER INVESTMENT FUND LIMITED

ANAND RATHI GLOBAL FINANCE LIMITED

BENGAL FINANCE & INVESTMENT PVT. LTD

IDFC TAX ADVANTAGE (ELSS) FUND

ANAND RATHI CAPITAL ADVISORS PRIVATE LIMITED

Cumulative shareholding during the year

No. of Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company No. of

Shares*


company

At the beginning of the year 31/3/2015 512360 0.15 1847590 0.55 0 0.00 2000000 0.60 1699450 0.51 1801500 0.54 51458260 15.41


10/4/2015 143440 0.04 0 0.00 0 0.00 0 0.00 -80690 -0.02 0 0.00 51421010 15.40

2 17/4/2015 297200 0.09 0 0.00 0 0.00 0 0.00 -458570 -0.14 0 0.00 51109640 15.30

3 24/4/2015 84540 0.03 -200000 -0.06 0 0.00 500000 0.15 0 0.00 0 0.00 51494180 15.42

4 1/5/2015 245980 0.07 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51740160 15.49

5 8/5/2015 216480 0.06 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51956640 15.56

6 15/5/2015 102170 0.03 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52058810 15.59

7 22/5/2015 0 0.00 -51430 -0.02 0 0.00 0 0.00 0 0.00 0 0.00 52007380 15.57

8 29/5/2015 0 0.00 -100000 -0.03 0 0.00 48980 0.01 0 0.00 0 0.00 51956360 15.56

9 5/6/2015 0 0.00 0 0.00 0 0.00 742330 0.22 0 0.00 0 0.00 52198690 15.63

10 12/6/2015 0 0.00 0 0.00 0 0.00 404300 0.12 0 0.00 -150000 -0.04 52370320 15.68

11 19/6/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52310510 15.66

12 30/6/2015 0 0.00 100000 0.03 0 0.00 0 0.00 0 0.00 0 0.00 52231430 15.64

13 10/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52160510 15.62

14 24/7/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52123350 15.61

15 31/7/2015 0 0.00 0 0.00 900000 0.27 0 0.00 -41430 -0.01 -1500000 -0.45 51469080 15.41

16 7/8/2015 0 0.00 0 0.00 751500 0.23 0 0.00 -160 0.00 -151500 -0.05 52088320 15.60

17 14/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52091260 15.60

18 21/8/2015 0 0.00 0 0.00 0 0.00 0 0.00 -1118600 -0.33 0 0.00 50972660 15.26

19 28/8/2015 83640 0.03 -30000 -0.01 0 0.00 74690 0.02 0 0.00 0 0.00 51100990 15.30

20 4/9/2015 0 0.00 -55810 -0.02 0 0.00 0 0.00 0 0.00 0 0.00 51045180 15.28

21 11/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51054150 15.29

22 25/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50931810 15.25

23 30/9/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50922168 15.25

24 9/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50844218 15.22

25 16/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50753860 15.20

26 23/10/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 50754771 15.20

27 30/10/2015 0 0.00 62497 0.02 0 0.00 0 0.00 0 0.00 0 0.00 51294718 15.36

28 6/11/2015 0 0.00 100000 0.03 0 0.00 0 0.00 0 0.00 0 0.00 51465468 15.41

29 13/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51570468 15.44

30 27/11/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51854468 15.53

31 4/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51984668 15.56

32 11/12/2015 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52051878 15.58

33 18/12/2015 0 0.00 2000 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52055943 15.59

34 31/12/2015 0 0.00 0 0.00 -30000 -0.01 0 0.00 0 0.00 0 0.00 52207643 15.63

35 8/1/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52266943 15.65

36 15/1/2016 0 0.00 -22150 -0.01 0 0.00 0 0.00 0 0.00 0 0.00 52244793 15.64

37 22/1/2016 0 0.00 -11583 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52233210 15.64

38 29/1/2016 0 0.00 20000 0.01 0 0.00 0 0.00 0 0.00 0 0.00 52253210 15.64

39 5/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52426648 15.70

40 12/2/2016 0 0.00 -2000 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52424648 15.70

41 19/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52438648 15.70

42 26/2/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52474648 15.71

43 4/3/2016 0 0.00 -5000 0.00 0 0.00 0 0.00 0 0.00 0 0.00 52480279 15.71

44 11/3/2016 0 0.00 -10000 0.00 0 0.00 -3770300 -1.13 0 0.00 0 0.00 51201348 15.33

45 18/3/2016 0 0.00 10000 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51200186 15.33

46 25/3/2016 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 0 0.00 51120709 15.31

47 31/3/2016 0 0.00 0 0.00 -1621500 -0.49 0 0.00 0 0.00 0 0.00 49499209 14.82

At the end of the year 31/3/2016 1685810 0.50 1654114 0.50 0 0.00 0 0.00 0 0.00 0 0.00 49499209 14.82









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V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Rs. in Lacs

Sr.

No.

Secured

Loans

excluding

deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning

of the financial year

i Principal Amount 11503 0 0 11503

ii Interest due but not paid 0 0 0 0

iii Interest accrued but not due 235 0 0 235

Total (i + ii + iii) 11738 0 0 11738

Change in Indebtedness during

the financial year

– Addition 14130 0 0 14130

– Reduction -16414 0 0 -16414

Net Change -2284 0 0 -2284

Indebtedness at the end of the

financial year

i Principal Amount 9219 0 0 9219

ii Interest due but not paid 0 0 0 0

iii Interest accrued but not due 235 0 0 235

Total (i + ii + iii) 9454 0 0 9454

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Rs. in Lacs

Sr.

No. Particulars of Remuneration

Name of MD/WTD/Manager

Total Amount

Raj K.

Chandaria

Anish K.

Chandaria

1 Gross salary 0 0 0

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 0 0 0

(b) Value of perquisites u/s 17(2) Income-tax

Act, 19610 0 0

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 19610 0 0

2 Stock Option 0 0 0

3 Sweat Equity 0 0 0

4 Commission

– as % of profit 330 330 660

– others, specify… 0 0 0

5. Others, please specify 0 0 0

Total (A) 330 330 660

Ceiling as per the Act (Being 5% of net

profits of the Company calculated as per

section 198 of the Companies Act, 2013)

for each Managing Director

401 401 802


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Annexure C to the Directors Report

Disclosure of composition of the Corporate Social Responsibility Committee and contents of the

CSR Policy in the form of an annual report on CSR as per annexure attached to the Companies

(Corporate Social Responsibility Policy) Rules, 2014

1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed

to be undertaken and a reference to the web-link to the CSR policy and projects or programs :

The Company is committed to make a sustainable positive impact on the communities it operates by

actively contributing to their social and economic development. In so doing build a better, sustainable

way of life for the weaker sections of society and raise the country’s human development index.

The Company’s aim is to be one of the most respected Companies in India, delivering superior and

sustainable value to all its customers, business partners, shareholders, employees. The Company’s CSR

initiatives focus on holistic development of communities and create social, environmental and economic

value to the society.

The CSR Committee’s Vision is “changing lives in pursuit of collective development and environmental

sustainability”. This vision should encompass all CSR activities of the Company.

The Company has been associated with the CSR activities since past 37 years, even before the CSR

term was coined. The Company’s earliest initiatives date back in the year 1979 with 5 villages and

with the mission to eradicate poverty through an integrated rural development approach addressing

the multifaceted complexity of rural development. The Company is a proud sponsor of ANARDE , a

government accredited NGO which was established in 1979. ANARDE now operates exclusively in

Gujarat & Maharashtra states of India, where through its network of regional centres and field workers,

it is involved in several initiatives such as the management of village water resources, skills training,

self-help groups, empowerment of women, and entrepreneurship development. ANARDE also works

closely with banks to promote the financial inclusion of the rural population in the formal financial

sector. In association with Habitat for humanity, the foundation is actively engaged in the provision of

low cost housing and has so far assisted rural families in its initiative and also participated in Sanitation

project and assisted 1390 rural families. ANARDE has been Empanelled by Ministry of Drinking Water

and Sanitation, Government of India for undertaking CSR project in the field of Rural Drinking Water

and Sanitation. Acting through this foundation, Aegis has continued to work actively in area of rural

development and poverty alleviation. The foundation has also focused on three key areas: provision of

clean drinking water, ANARDE has also installed 36 units of Drinking Water Ultra Filtration Plants, low

cost housing and assistance to tribal areas. In association with various government bodies, ANARDE

has procured and distributed agricultural tools and implements, seeds and fertilizers and arranged

various training programs and seminars in rural areas to update farmers for better yield.

The CSR Policy of the Company is also available on http://www.aegisindia.com/Admin/Documents/

Corporate_Governance_Pdf210.pdf

2. The CSR Committee of the company comprises of the follows Members:

1. Mr. Kapoorchand M. Chandaria (Chairman)

2. Mr. Anish K. Chandaria

3. Mr. Dineshchandra J. Khimasia



3. The Average net profit of the Company for last three financial years: Rs. 6048.06 lacs.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):

Prescribed CSR expenditurefor FY 2015-16: Rs. 120.96 Lacs.

5. Details of CSR spent during the financial year:

(a) Total amounts pent for the financial year 2015-16: Rs. 170.57 Lacs

(b) Amount unspent, if any – Not Applicable

(c) Manner in which the amount spent during the financial year is detailed below:

(Rs. in Lacs)

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. No

CSR project or activity identified

Sector in which the Project is covered

Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken

Amount outlay

(budget) project or programs

wise

Amount spent on

the projects or programs Sub-heads:

(1) Direct expenditure on projects

or programs

Cumulative expenditure

upto the reporting

period

Amount spent: Direct or through Implementing agency

1 Water Management Development Prog.

Tribal / Rural Area of Gujarat & Maharastra

We have implemented project in all Districts of Gujarat & Maharastra

49.00 47.08 72.58

Amount spent through Anarde Foundation

2 Agriculture/Horticulture Prog.

35.00 34.84 124.21

3 Rural Housing & Sanitation Prog.

16.00 15.70 21.20

4 Training of Rural Youth/Women/farmers

18.00 18.53 71.01

5 Education 20.00 19.80 19.806 Micro Fin. &

Banking27.00 26.10 26.10

7 Salary 10.00 8.52 17.67Total 175.00 170.57 352.57

6. In case the company has failed to spend the two per cent of the average net profit of the last three

financial years or any part thereof, the company shall provide the reasons for not spending the amount

in its Board report – Not Applicable.

7. CSR Committee, in it’s Responsibility Statement has mentioned that the implementation and

monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.


Place : Mumbai


Raj K. Chandaria


DIN: 00037518

Anish K. Chandaria


DIN: 00296538


Annexure D to the Directors Report

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment

and Remuneration Personnel) Rules, 2014]

To,

The Members,

AEGIS LOGISTICS LIMITED

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Aegis Logistics Limited (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the

corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Aegis Logistics Limited books, papers, minute books, forms and returns

filed and other records maintained by the Company and also the information provided by the Company,

its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby

report that in my opinion, the Company has, during the audit period covering the financial year ended

on 31st March, 2016, complied with the statutory provisions listed hereunder and also that the Company

has proper Board-processes and compliance-mechanism in place to the extent, in the manner and

subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained

by the Company (“the Company”) for the financial year ended on 31st March, 2016, according to the

Provisions of:

1) The Companies Act, 2013 (the Act) and the rules made there under;

2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

d) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover)

Regulation 2011.

e) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations 2015

6) The Factories Act, 1948

7) The Petroleum Act, 1934

8) Explosives Act, 1884

9) The Indian Wireless Telegraphy Act, 1933

10) The Essential Commodities Act, 1955

11) Legal Metrology Act, 2009


12) Bombay Shops & Establishment Act, 1948

13) Development Control Regulations for Greater Mumbai, 1991

14) The Environment (Protection) Rules, 1986

15) The Electricity Act, 2003

16) Major Port Trusts Act, 1963

17) Standards of Weights and Measures (Enforcement) Rules, 1992

18) The Mumbai Municipal Corporation Act, 1888

19) West Bengal municipal Act, 1993

20) The Contract Labour (Regulation and Abolition) Act, 1970

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Equity and Debt Listing Agreements entered into by the Company with NSE Limited and Equity

Listing Agreement with BSE Limited AND Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirement) Regulation 2015.

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance

of Executive Directors, Non-Executive directors and Independent Directors, during the period under

review. The changes in the composition of the Board of Directors that took place during the period

under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, Agenda and detailed notes on

Agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the Agenda items before the meeting and for meaningful participation

at the meeting.

Majority decision is carried through while the dissenting members’ (if any) views are captured and

recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with

the size and operations of the company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

I further report that during the audit period there were no instances of:

(i) Public/Right/Preferential Issue of Shares / Sweat Equity, etc.

(ii) Redemption / Buy-Back of Securities

(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013

(iv) Merger / Amalgamation / Reconstruction, etc.

(v) Foreign technical collaborations

For P. Naithani & Associates

Company Secretaries

Prasen Naithani

FCS No.: 3830

C P No.: 3389

Place: Mumbai

Date: 30th May, 2016

51Report on Corporate Governance

Report on Corporate Governance

1 Company’s Philosophy on Code of Governance

The Company believes in transparency, professionalism and accountability, the guiding principles

of corporate governance. The good corporate governance generates goodwill amongst all its

stakeholders’ including business partners, customers, employees and investors, earns respect from

society and brings about a consistent sustainable growth for the Company and its investors.

Your Company is focused to operate within the well accepted parameters of ethics and integrity and

constantly endeavors to adopt best practices of Corporate Governance and improve on these aspects

on an ongoing basis. In order to achieve this objective, the Company is driven by the two guiding

principles i.e. improving the effectiveness of the Board of Directors in supervising management; and

improving the quality of information and communication with our stakeholders’.

The Company is in compliance with the Corporate Governance norms stipulated in:

• Clause49(excludingclause49(VII)(E))oftheListingAgreementsoftheCompanywithstock

exchange(s) for the period from April 01, 2015 to November 30, 2015.

• Clause49(VII)(E)oftheListingAgreementsoftheCompanywiththestockexchange(s)forthe

period from April 01, 2015 to September 01, 2015.

• Regulation23(4)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015

(the Listing Regulations) for the period from September 02, 2015 to March 31, 2016 and

• Regulations17to27(excludingregulation23(4))andclauses(b)to(i)ofregulation46(2)and

para C, D and E of Schedule V of the Listing Regulations for the period from December 01, 2015 to

March 31, 2016.

2 Board of Directors

a. Composition of Board

As on date, the Board of Directors of the Company comprises of 10 (Ten) Directors including a Non–

Executive Chairman, Vice Chairman & Managing Director, Managing Director & CEO and other Non-

Executive Directors. These Directors bring in a wide range of skills and experience to the Board.

None of the Directors on the Board is a member on more than 10 (Ten) Committees and Chairman

of more than 5 (five) committees as specified under Regulation 26 of SEBI LODR, across all the

Public Companies in which they are Directors. The necessary disclosures regarding Committee

positions have been made by the Directors.

Details of the Directorship, Membership and Chairmanship in other companies for each Director

of the Company and their shareholdings and attendance at the Board meetings and the previous

Annual General meeting for the financial year ended on 31st March, 2016 are as follows:

Sr.

No. Director Name

Shares

held Category

Attendance

Particulars

# Directorships

in other Public

Companies

Committee

Positions across all

Public Companies

(including Aegis

Logistics Limited)*

Board

Meetings AGM Chairman Member

1. Mr. Kapoorchand

M. Chandaria

(Chairman)

(DIN – 00280405)

— NED-NI–C 3 No 5 2 1


Sr.

No. Director Name

Shares

held Category

Attendance

Particulars

# Directorships

in other Public

Companies

Committee

Positions across all

Public Companies

(including Aegis

Logistics Limited)*

Board

Meetings AGM Chairman Member

2. Mr. Raj K. Chandaria(Vice Chairman & Managing Director)(DIN – 00037518)

— ED-NI–VC 5 Yes 7 — 2

3. Mr. Anish K. Chandaria(Managing Director & CEO)(DIN – 00296538)

— ED-NI 5 Yes 7 1 1

4. Mr. Anil M. Chandaria(DIN – 00055797)

— NED-NI 2 No — — —

5. Mr. Dineshchandra J. Khimasia(DIN – 00011970)

— NED-I 5 Yes 4 3 3

6. Mr. Rajnikant J. Karavadia(DIN – 00012257)

360 NED-I 5 Yes — — 2

7. Mr. Kanwaljit S. Nagpal(DIN – 00012201)

1000 NED-I 5 Yes 7 — 6

8. Mr. Rahul D. Asthana(DIN – 00234247)

— NED-I 4 Yes 2 — 6

9. Ms. Poonam Kumar (DIN – 00212786)

— NED-I 3 — 2 — —

10. Mr. Raj Kishore Singh (DIN – 00071024)

— NED-NI 1 — 1 — —

NED–NI-C: Non-Executive Director - Non Independent - Chairman

ED-NI-VC: Executive Director - Non Independent - Vice Chairman

ED-NI: Executive Director - Non Independent

NED-NI: Non-Executive Director - Non Independent

NED–I: Non-Executive Director - Independent

# Excludes Alternate Directorships and directorships in private companies, foreign companies and

Section 8 companies.

* Represents Memberships / Chairmanships of Audit Committee and Stakeholders’ Relationship

Committee of public companies.

Mr. Kapoorchand M. Chandaria, Mr. Raj K. Chandaria, Mr. Anish K. Chandaria and Mr. Anil M. Chandaria,

Directors of the Company are related to each other.

b. Board procedure and Access to information

The Board of Directors (the “Board”) is responsible for the management of the business of the

Company and meets regularly for discharging its role and functions.


The Board of the Company reviews all information provided periodically for discussion and

consideration at its meetings as provided under the Companies Act, 2013 (including any

amendment and re-enactment thereof) and Schedule II (Part A) of SEBI LODR. Further, the Board is

also apprised of all the developments in the Company.

Detailed Agenda is circulated to the Directors in advance. All material information is incorporated

in the agenda for facilitating meaningful and focused discussion at the meetings. Where it is not

practicable to enclose any document to the agenda, the same is placed before the meeting.

In special and exceptional circumstances, additional item(s) on the agenda are permitted to be

discussed at the Meeting.

Board makes timely strategic decisions, to ensure operations are in line with strategy; to ensure

the integrity of financial information and the robustness of financial and other controls; to oversee

the management of risk and review the effectiveness of risk management processes; and to ensure

that the right people are in place and coming through. Non-executive directors are expected to

provide an effective monitoring role and to provide help and advice to the executive directors.

This is in the long term interest of the company and should be based on the optimum level of

information, through smooth processes, by people with the right skills mix and in a constructive

manner. The Independent Directors play an important role in deliberations at the Board and

Committee meetings and bring to the Company their expertise in the fields of business, commerce,

finance, management and law.

The Board meets at least once in a quarter to review the quarterly results and other items on the

agenda. Additional meetings are held, when necessary. The meetings of the Board are generally

convened at the Company’s Corporate Office at Mumbai. In case of urgency or when the Board

meeting is not practicable to be held, the matters are resolved via Circular Resolution, which is then

noted by the Board in its next meeting.

Audio-Video conferencing facilities are also used to facilitate Directors travelling/residing abroad or

at other locations to participate in the meetings.

The Minutes of the Board Meetings are circulated in advance to all Directors and confirmed at

subsequent Meeting.

The Board also reviews the declarations made by the Managing Director/Chief Financial Officer/

Unit Head of the Company regarding compliance of all applicable laws on a quarterly basis.

c. Board Meetings

During the year ended 31st March, 2016, five Board Meetings were held. These were held on :

1. 28th May, 2015

2. 11th August, 2015

3. 3rd November, 2015

4. 28th January, 2016

5. 10th March, 2016

d. Code of Business Conduct and Ethics for Board of Directors and Senior Management

The Company has in place the Code of Business Conduct and Ethics for Board of Directors

and Senior Management, (the Code) approved by the Board of Directors. The Code has been

communicated to Directors and the members of the senior management. The code of conduct

suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013.

The Code has been displayed on the Company’s website www.aegisindia.com.


All the Board members and senior management have confirmed compliance with the Code for the

year ended 31st March, 2016. A declaration to this effect signed by the Managing Directors and

CEO forms part of this Annual Report.

e. Brief Note on the Directors seeking appointment/re-appointment at the 59th Annual General

Meeting

In compliance with Regulation 36 (3) of SEBI LODR, brief resume, expertise and details of other

directorships, membership in committees of Directors of other companies and shareholding in the

Company of the Director proposed to be appointed/re-appointed is as under :

Name of the Director Mr. Anil M. Chandaria Ms. Poonam Kumar Mr. Raj Kishore Singh

DIN 00055797 00212786 00071024

Date of Birth 06/05/1935 31/08/1956 17/09/1953

Date of Appointment as Director

01/09/1982 11/08/2015 10/03/2016

Brief resume & Expertise in specific functional areas

Mr. Anil M. Chandaria, aged 81 years, has a B.Sc. (Economics) Degree from London School of Economics and MBA from Harvard Business School, Cambridge, U.S.A. He is a Director of the Company since 1982. Mr. Anil Chandaria has extensive work experience in Management Position for over four decades in Tanzania, Kenya, United Kingdom, Belgium, Thailand and India as well.

Ms. Poonam Kumar, aged 59 years, is a British Citizen, based in London for the past 10 years. She brings over three decades of experience in international business, global trade, investment promotion strategies, governance, market development and cross border socio-cultural integration & human capital development strategies. She is a founder Chairperson of Mega Ace Consultancy, a Management Consulting Firm.

Mr. Raj Kishore Singh, aged 62 years, has occupied Board Level position of Chairman & Managing Director and Director for over 7 years of Navratna and Fortune 500 listed Company Bharat Petroleum Corporation Limited (BPCL). Recognized as a visionary and subject matter expert in all aspects of the oil business; he has been responsible for vertically integrating BPCL.

Stewarded BPCL group companies to new heights and making BPCL a global organization. Spearheaded upstream forays in Oil blocks in Brazil, Gas finds in Mozambique, Shale gas in Australia and E&P activities on Indian and foreign soils. Led strategy, refining, marketing, business growth, operations, P&L responsibility across the geographies where BPCL is present. Led and motivated over 13000 employees. He has administered an annual operating budget of Rs.2500 crores demonstrating expertise in expense control and balance sheet management.

He has also managed successfully and contributed significantly as Chairman/Director of Bharat Petro Resources Limited, Bharat Oman Refineries Limited (BORL), the listed Petronet LNG Limited (PLL), Indraprastha Gas Limited (IGL), Bharat Renewable Energy Limited (BREL) and the Singapore incorporated Matrix Bharat Pte. Limited.

He was on ONGC Board as an Independent Director.

Presently he is providing consultancy & advisory services in India and Globally to companies operating/investing in the Oil & Gas Sector.


Name of the Director Mr. Anil M. Chandaria Ms. Poonam Kumar Mr. Raj Kishore Singh

*Directorships in other Public Limited Companies

Nil Aegis Gas (LPG) Private Limited

Hindustan Aegis LPG Ltd.

Tema India Ltd.

**Committee Positions held in Companies (including Aegis Logistics Limited)

C - Chairman

M - Member

Audit Committee

Nil

Shareholder Grievance Committee

Nil

Audit Committee

Nil


Nil

Audit Committee

Nil


Nil

No. of shares held in the Company

Nil Nil Nil

* Excludes Alternate Directorships and Directorships in private companies, foreign companies and

section 8 companies.

** Represents Memberships/Chairmanships of Audit Committee and Stakeholders’ Relationship

Committee of Public Companies

f. Board Committees

To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board

has constituted a set of Committees with specific terms of reference/scope. The Board has

established various Mandatory Committees such as Audit Committee, Stakeholders Relationship

Committee, Corporate Social Responsibility Committee and Nomination and Remuneration

Committee and Non-mandatory Committees such as Share Transfer Committee, Investment

Committee, Occupational Health Safety & Environment Committee and Risk Management

Committee. The minutes of the meetings of all committees are placed before the Board from time to

time for discussion/noting/ratification.

Share Transfer Committee

Investment Committee

Committees of the Board

Audit Committee

Stakeholder’s Relationship Committee

Corporate Social Responsibility Committee

Nomination & Remuneration Committee Risk Management Committee

Mandatory Committees Non-mandatory Committees

Occupational Health Safety & Environment Committee


3 Audit Committee

a. Composition, Meetings & Attendance

Audit Committee for the year ended 31st March, 2016 comprised of four Non-Executive Directors,

out of which three are Independent Directors. Mr. Dineshchandra J. Khimasia, Chairman of the

Committee is an Independent and Non-Executive Director. All the members of the Audit Committee

have adequate accounting and financial knowledge and the composition of the Committee is in

compliance with the requirements of section 177 of the Companies Act, 2013 and Regulation 18 of

SEBI LODR.

The Managing Directors, Statutory Auditors, Chief Financial Officer are invited to attend meetings

of the Audit Committee. The Internal Auditor and other executives are also invited, as may be

considered appropriate, at the meetings of the Audit Committee.

The Company Secretary acts as the Secretary to the Audit Committee.

Details of the Committee meetings, Composition and attendance by the members of the committee

during the financial year ended 31st March, 2016 are given in the table below :

Members Category

Number of meetings

during the year 2015-16

Held on

Attended by

Members

Mr. Dineshchandra J. Khimasia (Chairman) NED - I 28/05/2015 3

Mr. Kapoorchand M. Chandaria NED – NI 11/08/2015 3

Mr. Kanwaljit S. Nagpal NED – I 03/11/2015 3

Mr. Rajnikant J. Karavadia NED – I 28/01/2016 4

10/03/2016 4

NED-NI: Non Executive Director — Non Independent

NED-I: Non Executive Director — Independent

b. Terms of Reference

The terms of reference, role and scope of the Audit Committee covers the matters specified under

Regulation 18 read with Schedule II (Part C) of SEBI LODR read with section 177 of the Companies

Act, 2013 such as overseeing of the Company’s financial reporting process, recommending

the appointment/re-appointment of Statutory Auditors and fixation of their fees, reviewing

quarterly, half yearly and annual financial statements, changes in accounting policies & practices,

compliances with the accounting standards, major accounting entries involving estimates based

on the exercise of judgment by management, compliance with listing and other legal requirements

relating to financial statements, scrutiny of inter-corporate loans and investments, disclosures of

related party transactions, if any, scrutiny of inter-corporate loans and investments, evaluation of

internal financial controls, review of uses/application of funds raised through an issue i.e. public

issue, rights issue, preferential issue, etc., before they are submitted to the Board of Directors. The

Committee also reviews Management Discussion and Analysis of financial condition and results of

operations and statement of significant related party transactions submitted by Management.


The Audit Committee’s functions include reviewing the internal audit reports, adequacy of

the internal audit functions, its structure, reporting process, audit coverage and frequency of

internal audits. The responsibility of the Committee is to also review the findings of any internal

investigation by the internal auditors in matters relating to suspected fraud or irregularity or failure

of internal control systems of material nature, if any and report the same to the Board.

4 Nomination and Remuneration Committee

a. Composition, Meetings and Attendance

The Nomination and Remuneration (N&R) Committee during the year ended 31st March, 2016

comprised of the following members :

Members Category

Number of meetings

during the year 2015-16

Held on

Attended by

Members

Mr. Dineshchandra J. Khimasia (Chairman) NED - I 27/05/2015 3




The Company Secretary acts as the Secretary to the N&R Committee.


The Remuneration Committee was constituted under erstwhile provisions of the Companies Act,

1956 and the same is renamed as Nomination & Remuneration Committee as per the provisions

of Companies Act, 2013 read alongwith the rules made thereunder and Regulation 19 read with

Schedule II (Part D) of SEBI LODR.

The terms of reference of the Committee, inter alia, include the following:

• Formulationofthecriteriafordeterminingqualifications,positiveattributesandindependence

of a director and recommend to the Board a policy, relating to the remuneration of the

directors, key managerial personnel and other employees;

• FormulationofcriteriaforevaluationofIndependentDirectorsandtheBoard;

• DevisingapolicyonBoarddiversity;

• Identifyingpersonswhoqualifytobecomedirectorsandwhomaybeappointedinsenior

management in accordance with the criteria laid down, and recommend to the Board their

appointment and removal.

• SuccessionplanningoftheBoardofDirectorsandSeniorManagementEmployees;

• ReviewtheperformanceoftheBoardofDirectorsandSeniorManagementEmployeesbased

on certain criteria as approved by the Board. In reviewing the overall remuneration of the

Board of Directors and Senior Management, the Committee ensures that the remuneration

is reasonable and sufficient to attract, retain and motivate the best managerial talent, the

relationship of remuneration to performance is clear and meets appropriate performance

benchmarks and that the remuneration involves a balance between fixed and incentive pay

reflecting short term and long term objectives of the Company.

• ToreviewtheperformanceoftheManagingDirectorsandrecommendtotheBoardtheoverall

compensation/commission payable to Managerial Personnel viz. Managing Director/Executive

Director/CEO/Manager within the overall limits prescribed under the Companies Act, 2013,

subject to other necessary approvals.


c. Executive Director’s Compensation

There is no remuneration being paid to the Managing Directors under schedule V of the Companies

Act, 2013 except Commission which is approved by the Board of Directors and the Shareholders.

The commission payable to the Managing Director is considered and recommended by the

Nomination and Remuneration Committee of the Board of Directors.

The Shareholders had approved payment of commission @ not exceeding 5% of the profits to

each Managing Director under the erstwhile section 198 of the Companies Act, 1956. The Board

of Directors, based on the recommendation of the Nomination & Remuneration Committee, have

approved the payment of Rs. 330 lacs to each of the Managing Directors, which is within the limit of

5% each of the profit u/s. 197 of the Companies Act, 2013 (erstwhile section 198 of the Companies Act,

1956) for the year ended 31st March, 2016.

Mr. Raj K. Chandaria, Vice-Chairman & Managing Director Rs. 330 lacs

Mr. Anish K. Chandaria, Managing Director & CEO Rs. 330 lacs

d. Non-Executive Directors’ Compensation and disclosures

With changes in the corporate governance norms brought by the Companies Act, 2013 as well

as SEBI LODR, the role of Non-Executive Directors (NED) and the degree and quality of their

engagement with the Board and the Company has undergone significant changes over a period

of time. The Company is being hugely benefited from the expertise, advice and inputs provided

by the NEDs. They devote their valuable time in deliberating on the strategic and critical issues in

the course of the Board and Committee meetings of the Company and give their valuable advice,

suggestion and guidance to the management of the Company from time to time. The Nomination

and Remuneration Committee and/or Board of Directors shall carry out performance review of each

of the NED atleast once a year.

Apart from sitting fees that are paid to the NED for attending Board/Committee Meetings, no other

fees/commission was paid during the year ended 31st March, 2016. During the period under review,

there was no pecuniary relationship or business transaction by the Company with NED.

Sitting fees payable to the Directors for attending each meeting of the Board is Rs.17,500/-. The

sitting fees paid for attending the meetings of the Audit Committee, Stakeholders’ Relationship

Committee and Share Transfer Committee is Rs.1,000/- each. The sitting fees paid to non-executive

Director for attending the meeting of the Occupational Health Safety & Environment Committee is

Rs.20,000/-.

The total amount of sitting fees paid during the financial year 2015-16 to Non-Executive Directors

are as under :

Name of the Director

Sitting fees

(Rs.)

Remuneration

(Rs.)

Total

(Rs.)

Mr. Kapoorchand M. Chandaria 66,500 – 66,500

Mr. Anil M. Chandaria 35,000 – 35,000

Mr. Dineshchandra J. Khimasia 1,38,500 – 1,38,500

Mr. Rajnikant J. Karavadia 97,500 – 97,500

Mr. Kanwaljit S. Nagpal 4,18,500 – 4,18,500

Mr. Rahul D. Asthana 70,000 – 70,000

Ms. Poonam Kumar 52,500 – 52,500

Mr. Raj Kishore Singh 0 – 0


5 Corporate Social Responsibility Committee

Composition, Meetings & Attendance

The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises :

• FormulateandrecommendtotheBoard,aCSRPolicywhichshallindicatetheactivitiestobe

undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

• Recommendtheamountofexpendituretobeincurredontheactivitiesreferredabove;

• ToprovideguidanceonvariousCSRactivitiestobeundertakenbytheCompanyandto

monitor its progress.

The composition of the Corporate Social Responsibility Committee as on 31st March, 2016 and the

details of Members’ participation at the Meetings of the Committee are as under :

Members Category

No. of meetings during the

year 2015-16

Held on

Attended by

Members

Mr. Kapoorchand M. Chandaria (Chairman) NED –NI 27/05/2015 3

Mr. Anish K. Chandaria ED –NI 11/08/2015 3

Mr. Dineshchandra J. Khimasia NED - I 03/11/2015 2

Mr. Kanwaljit S. Nagpal NED - I

NED–NI: Non-Executive Director –Non-Independent

ED–NI: Executive Director - Non Independent

NED-I: Non-Executive Director - Independent

The details of the Corporate Social Responsibility Committee are separately provided in the

Director’s Report.

6 Stakeholders Relationship Committee

a. Composition, Meetings & Attendance

The details of Committee Meetings, Composition and attendance by the members of the

Committee during the financial year ended 31st March, 2016 are given in the table below :

Members Category

No. of meetings during the

year 2015-16

Held on

Attended by

Members

Mr. Kapoorchand M. Chandaria (Chairman) NED - NI 28/05/2015 3

Mr. Dineshchandra J. Khimasia NED – I 11/08/2015 3



NED-NI: Non Executive Director — Non Independent




The Stakeholders’ Relationship Committee is constituted to oversee Stakeholders’ Grievance and

its redressal and to overview the functions of Registrar & Share Transfer Agents.

c. Name & Designation of the Compliance Officer

Ms. Monica T. Gandhi, Dy. General Manager — Company Secretary of the Company acts as

Compliance Officer of the Company.

d. Stakeholders’ complaints

The total number of complaints received and resolved to the satisfaction of investors during the

year under review and their break-up is provided as under :

Type of Complaints

No. of Complaints

Received Resolved Pending

Non receipts of Demat Credit 0 0 0

Non receipt of ECS Advise 0 0 0

Non receipt of Share Certificate(s) 5 5 0

Non receipt of Annual Report 0 0 0

Non receipt of Interim Dividend on Shares 2 2 0

Transfer of Shares 1 1 0

Total 8 8 0

As on March 31, 2016, no investor grievance remained unattended for more than thirty days.

7 Risk Management Committee

Your Company has constituted a Risk Management Committee comprising of Mr. Raj K. Chandaria

(Chairman), Mr. Dineshchandra J. Khimasia, Mr. Kanwaljit S. Nagpal, Directors and Mr. Rajiv M.

Chohan, President (Business Development) of the Company. The Committee meets on a periodical

basis to review the risk management framework and discuss on risk mitigation plans. The

Committee has laid down procedure for risk assessment and minimization which are presented to

the Board of Directors on a periodical basis.

Business Risk Evaluation and Management is an ongoing process within the Organization. The

Company has a robust risk management framework to identify, monitor and minimize risks as also

to identify business opportunities. The objectives and scope of the Risk Management Committee

broadly comprises :

• Oversightofriskmanagementperformedbytheexecutivemanagement;

• ReviewingtheBusinessRiskManagementpolicyandframeworkinlinewithlocallegal

requirements and SEBI guidelines;

• Reviewingrisksandevaluatetreatmentincludinginitiatingmitigationactionsandownershipas

per a pre-defined cycle;

• Definingframeworkforidentification,assessment,monitoring,mitigationandreportingofrisks.

• Withinitsoverallscopeasaforesaid,theCommitteeshallreviewriskstrends,exposure,

potential impact analysis and mitigation plan.

8 Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) and 25 (4) of SEBI

LODR, the Board has carried out the annual performance evaluation of its own performance, the


Directors individually, as well as the evaluation of the working of its Audit and Nomination and

Remuneration Committees. A detailed discussion is done considering the inputs received from the

Directors, covering various aspects of the Board’s functioning such as adequacy of the composition

of the Board and its Committees, Board culture, execution and performance of specific duties,

obligations and governance.

For the board and committees, the process seems usually to involve questionnaires devised in

house. The process is led by the chairman or the senior independent director who analyses the

completed questionnaires. The results are then reported to the chairman of the Board.

A separate exercise was carried out to evaluate the performance of individual Directors including

the Chairman of the Board, who were evaluated on parameters such as level of engagement and

contribution, independence of judgment, safeguarding the interest of the Company and its minority

shareholders etc. The performance evaluation of the Independent Directors on the basis of the

set questionnaire was carried out by the entire Board (excluding the director being evaluated). The

performance evaluation of the Chairman, Non Independent Directors and the Board as a whole

was carried out by the Independent Directors. The Directors expressed their satisfaction with the

evaluation process.

9 Familiarization Programme

At the time of appointing a Director, a formal letter of appointment is given to him, which inter

alia explains the role, function, duties and responsibilities expected of him as a Director of the

Company. The Director is also explained in detail the compliances required from him under the

Companies Act 2013, Regulation 25 of SEBI LODR and other relevant regulations and his affirmation

taken with respect to the same.

Familiarization Programme is conducted on “need-basis” during the year. A brief extract of the

familiarization programme is as follows :

i. The Company shall through its Executive Directors/Senior Managerial Personnel apprise/brief

periodically to familiarize the Independent Directors with the strategy, operations and functions

of the Company;

ii. Such briefings provide an opportunity to the Independent Directors to interact with the senior

leadership team of the Company and help them to understand the Company’s strategy,

business model, operations, service and product offerings, markets, organization structure,

finance, human resources, technology, quality, facilities and risk management and such other

areas as may arise from time to time;

iii. The programs/presentations shall also familiarize the Independent Directors with their roles,

rights and responsibilities;

iv. The Company may circulate news and articles related to the industry on a regular basis and

may provide specific regulatory updates from time to time; and

Familiarization Programme during the year alongwith details of attendance of Independent

Directors in Familiarization Sessions as placed on the website of the company is http://www.

aegisindia.com/Corporate_Governances.aspx.


10 Other Committees

In addition to the above Committees, the Board has constituted 4 more non-mandatory

Committees, viz. Share Transfer Committee, Investment Committee, Occupational Health Safety

& Environment Committee and Risk Management Committee, wherein the terms of reference/

scope have been prescribed by the Board of Directors of the Company. The meetings of the said

committees are held as and when necessary and the minutes of the same are placed at meeting of

the Board of Directors for its noting.

11 Information on Shareholders’ Meetings

a. Location and time where the Annual General Meetings were held in last 3 years:

Year Date Location Time

31/03/2013 31/07/2013

Hotel Fortune Park Galaxy,

National Highway No.8, G.I.D.C.,

Vapi - 396 195, Dist. Valsad, Gujarat

11.30 a.m.

31/03/2014 31/07/2014 Same as above 11.30 a.m.

31/03/2015 11/08/2015 Same as above 11.30 a.m.

b. Following Special Resolutions were passed at the Annual General Meetings (AGM) of the

members during the previous three years. No Special Resolution was passed last year through

Postal Ballot :

Sr.

No. Particulars Date of the AGM

1. Increase in the borrowing powers of the Company under section 180(1)(c)

of the Companies Act, 2013 where limit is fixed at Rs.1000 crores.31/07/2014

2. Creation of Charge/ Mortgage on Assets/ Undertakings of the company

under Section 180(1)(a) subject to the limits approved under section 180(1)

(c) of the Companies Act, 2013

31/07/2014

3. Amendment to Article 3 (1) of Articles of Association post sub-division

of equity shares of the Company from face value of Rs. 10 to Re.1 each.11/08/2015

c. No Special Resolution, at present, is proposed to be passed through Postal Ballot.

12 Subsidiary Companies

The Company has following subsidiary / wholly owned subsidiaries (“wos”):

1. Sea Lord Containers Limited

2. Konkan Storage Systems (Kochi) Private Limited (wos)

3. Aegis Gas (LPG) Private Limited (wos)

4. Hindustan Aegis LPG Limited (wos)

5. Aegis Terminal (Pipavav) Limited (wos)

6. Aegis LPG Logistics (Pipavav) Limited (wos)

7. Eastern India LPG Company Private Limited (wos)

8. Aegis Group International PTE Limited, Singapore

9. Aegis International Marine Services PTE Limited, Singapore (wos)

The Company is in compliance with Corporate Governance Regulation 24 of SEBI LODR

with regard to its subsidiary companies. The Board of Directors of the Company regularly

reviews the minutes of the Board Meetings, financial statements (in particular investments

made) and significant transactions and arrangements entered into by the unlisted subsidiary

companies. The Audit Committee reviews the financial statements, in particular, the investments


made by the unlisted Subsidiary Company. The Company has duly formulated a policy for

determining ‘material’ subsidiaries. The main objective of the policy is to ensure governance of

material subsidiary companies. The web link for the same as placed on the website of the company

is http://www.aegisindia.com/Corporate_Governances.aspx.

13 Disclosures

a. Related party Transactions

There were no materially significant related party transactions with its Promoters, Directors, the

Management or relatives that have a potential conflict with the interests of the Company at large.

The transactions with the related parties as per requirements of Accounting Standard 18 (AS18)

“Related Party Disclosures” are disclosed in the Notes to the Accounts in the Annual Report.

The Company has formulated a Policy on dealing with Related Party transactions. The Company

recognizes that certain transactions present a heightened risk of conflicts of interest or the perception

thereof and therefore has adopted this Policy to ensure that all Related Party Transactions with

Related Parties shall be subject to this policy and approval or ratification in accordance with

Applicable Law. This Policy contains the policies and procedures governing the review, determination

of materiality, approval and reporting of such Related Party Transactions. The link for the same as

placed on the website of the company is http://www.aegisindia.com/Corporate_Governances.aspx.

b. Compliances by the Company

The Company has generally complied with all the requirements of the Stock Exchange(s) / SEBI

LODR or any Statutory Authority on matters related to capital markets, as applicable from time to

time.

c. No penalty was imposed or strictures passed against the Company by the Stock Exchanges or

SEBI or any statutory authorities on any matter related to capital markets during last three years.

d. The Company places before the Audit Committee the statement of utilization of funds raised

through preferential issue on quarterly/annual basis, as & when applicable.

e. The Company follows the Accounting Standards specified under section 133 of the Companies

Act, 2013 read along with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has not

adopted a treatment different from that prescribed in the aforesaid Accounting Standards, in the

preparation of financial statements.

f. The Managing Director & CEO and Chief Financial Officer of the Company have certified to the

Board on financial and other matters in accordance with Schedule II (Part B) of SEBI LODR for the

financial year ended 31st March, 2016.

g. The Company has adopted a Vigil Mechanism Policy (also known as Whistle Blower Policy) for

its Directors and Employees and no person has been denied access to the Audit Committee.

h. The Board of Directors of the Company evaluates and assesses the major risks and the risk

minimization procedures and its implementation, from time to time.

i. The Company during the year ended 31st March, 2016 has fulfilled the following non-mandatory

/ discretionary requirements as prescribed in Schedule II (Part E) of SEBI LODR:

• TheCompanyhasanon-executiveChairman.

• TheCompanycontinuestohavearegimeofunqualifiedfinancialstatements.


• TheCompanyhasappointedseparatepersonstothepostofChairmanandManaging

Director/CEO.

• TheInternalauditorsoftheCompanyreportdirectlytotheAuditCommittee.

14 Means of Communication

a. Stock Exchange Intimation : The unaudited quarterly financial results are announced within 45

days from the end of each quarter and the audited annual results are announced within 60 days

from the end of the last quarter. The aforesaid financial results, after being taken on record by the

Audit Committee and Board of Directors, are communicated to the Stock Exchanges where the

shares of the Company are listed. Any news, updates, or vital/useful information to shareholders

are being intimated to Stock Exchanges and are being displayed on the Company’s website: www.

aegisindia.com.

b. Newspapers : During the financial year 2015-16, financial results (Quarterly & Annual) were

published in newspapers viz. The Financial Express (English edition) and Daman Ganga Times

(Regional Gujarati edition) in the format prescribed under Regulation 33 of SEBI LODR with the

Stock Exchanges where the shares of the Company are listed.

c. Website : The financial results are also posted on the Company’s website www.aegisindia.com.

The Company’s website provides information about its business and the section on “Investor Relations”

serves to inform and service the Shareholders allowing them to access information at their convenience.

d. Annual Report : Annual Report is circulated to all the members within the required time frame,

physically through post and via E-mail, wherever the E-mail ID is available in accordance with the

“Green Initiative Circular” issued by MCA. The shareholders have been provided e-voting option for

the resolutions passed at the general meeting to vote as per their convenience.

e. Investor E-mail ID of the Registrar & Share Transfer Agents : All the share related

requests / queries / correspondence, if any, are to be forwarded by the investors to the

Registrar and Transfer Agents of the Company, Link Intime India Private Limited and/or e-mail them

to [email protected]

f. Designated E-mail ID for Complaints / Redressal : In compliance of Regulation 46 (2) ( j) of

SEBI LODR entered into with the Stock Exchanges, the Company has designated an e-mail ID

[email protected] exclusively for the purpose of registering complaints / grievances

by investors. Investors whose requests / queries / correspondence remain unresolved can send

their complaints / grievances to the above referred e-mail ID and the same would be attended to

promptly by the Company.

g. NSE Electronic Application Processing System (NEAPS) : The NEAPS is a web based application

designed by NSE for Corporates. The Shareholding Pattern, Corporate Governance Report, Financial

Results and Board Meeting/Corporate Action Announcements are filed electronically on NEAPS.

h. BSE Corporate Compliance & Listing Centre : The Listing Centre is a web based application

designed by BSE for Corporates. The Shareholding Pattern, Corporate Governance Report,

Financial Results, Analyst Presentations, Press Release and other intimations are filed electronically

on BSE’s Listing Centre.

i. SEBI Complaints Redress System (SCORES) : The investor complaints are processed in a

centralized web based complaints redressal system through SCORES. The Action Taken Reports

are uploaded online by the Company for any complaints received on SCORES platform, thereby

making it convenient for the investors to view their status online.


j. News releases / Investor Updates and Investor presentations made to Institutional Investors

and analysts are regularly uploaded on the Company’s website www.aegisindia.com under the

Investor Relations section, after its submission to the Stock Exchanges viz. BSE & NSE.

15 General Shareholders Information

a. Annual General Meeting proposed to be held for the FY 2015-16:

Day, Date & Time: Friday, 5th August, 2016, 11.30 a.m.

Venue: Fortune Park Galaxy,

National Highway No. 8,

G.I.D.C, Vapi 396195, Gujarat.

b. Calendar for the Financial year 2016-17:

Accounting Year: 1st April, 2016 to 31st March, 2017

Financial Calendar: (Tentative)

Unaudited Financial Results for the quarter ended 30th June, 2016 By 15th August, 2016Unaudited Financial Results for the quarter & half year ended 30th

September, 2016

By 15th November, 2016

Unaudited Financial Results for the quarter & nine months ended

31st December, 2016

By 15th February, 2017

Audited Financial Results for the year ended 31st March, 2017 Within 60 days from the year

ended 31st March, 2017

c. Book closure date: Saturday, 30th July, 2016 to Friday,

5th August, 2016 (both days inclusive)

Cut-off date for e-voting: Friday, 29th July, 2016

d. E-voting dates: Monday, 1st August, 2016 (9.00 a.m.) to Thursday,

4th August, 2016 (5.00 p.m.)

e. Dividend Payment date: Not Applicable

f. i. Listing of equity shares on

the Stock Exchange: 1. BSE Ltd. (BSE)

P. J. Towers, Dalal Street,

Mumbai – 400 023.

Scrip Code - 500003

2. National Stock Exchange of India Ltd. (NSE)

Exchange Plaza, Bandra Kurla Complex,

Bandra (East), Mumbai – 400 051.

Stock Code – AEGISCHEM

ii. ISIN No. for the Company’s

Equity Shares in Demat form: INE208C01025

iii. Depositories connectivity: NSDL and CDSL

g. 10.20% 250 Redeemable Non-Convertible Debentures of Rs.10,00,000/- each are listed on the

Wholesale Debt Market Segment of NSE website under ISIN No. INE208C07022.

Notes:

1. Listing Fees of the Equity Shares and Non Convertible Debentures for the year 2016-17 has been

paid to Stock Exchanges viz., BSE and NSE, as may be applicable.


2. Custodial Fees of the Equity Shares and Non Convertible Debentures for the year 2016-17 has been

paid to the depositories viz. NSDL and CDSL.

3. Stock Price Data: Monthly High/Low of market price of the Company’s shares traded on the BSE

Limited (BSE) and National Stock Exchange of India Limited (NSE) during the year is furnished below :

Market Price Data (High & Low) : The price of the Company’s Share – High, Low during each

month in the last financial year on the BSE & NSE was as under :

Month NSE – High NSE – Low BSE – High BSE – Low

April 2015 805.40 600.00 807.00 601.00

May 2015 734.15 660.85 733.00 659.50

June 2015 843.50 662.15 844.00 661.75

July 2015 919.90 791.00 920.00 724.80

August 2015 873.00 634.00 876.00 634.25

September 2015 832.00 78.60 832.45 78.60

Post Sub-division of Equity Shares of Rs.10/- each into 10 Equity Shares of Rs.1/- each

October 2015 106.45 85.10 106.40 85.00

November 2015 111.90 87.50 112.00 88.00

December 2015 115.85 99.00 115.90 99.10

January 2016 110.45 71.70 110.30 81.10

February 2016 104.80 80.10 104.75 81.00

March 2016 109.00 85.20 109.00 85.50

Note : The Shareholders of the Company at the AGM held on 11th August, 2015 approved the Sub-

division of each equity share of having nominal face value of Rs.10 (Rupees Ten) per share into 10 (ten)

Equity Shares having nominal face value of Re.1 (Rupee One) per Equity Share. The Record Date of Sub-

division of Equity Shares was 19th September, 2015.

Share Price — NSE High & Low — Year 2015–16Market Price Data (Rs.)


Share Price — BSE High & Low — Year 2015–16Market Price Data (Rs.)

SH

AR

EP

RIC

E(R

s.)

BSE High

BSE Low

Share Price – BSE High & Low – Year 2015-16

Note : The Company’s Equity Share price before the Record Date for Sub-division of its Equity Shares

(i.e. 19th September, 2015) has been adjusted so that pre and post Sub-division shares prices are

comparable.

Market Price Data (comparison) : The price of the Company’s Share – Closing during each

month in the last financial year on the BSE & NSE was as under :

Month BSE – Closing Sensex NSE – Closing Nifty

April 2015 691.25 27011.31 692.20 8181.50

May 2015 707.75 27828.44 706.75 8433.65

June 2015 796.30 27780.83 795.45 8368.50

July 2015 872.15 28114.56 872.75 8532.85

August 2015 800.80 26283.09 800.85 7971.30

Post Sub-division of Equity Shares of Rs.10/- each into 10 Equity Shares of Rs.1/- each

September 2015 87.95 26154.83 88.30 7948.90

October 2015 99.95 26656.83 99.90 8065.80

November 2015 108.15 26145.67 107.95 7935.25

December 2015 104.75 26117.54 104.95 7946.35

January 2016 103.40 24870.69 103.80 7563.55

February 2016 85.05 23,002.00 85.25 6987.05

March 2016 97.30 25,341.86 96.95 7738.40

Note : The Shareholders of the Company at the AGM held on 11th August, 2015 approved the Sub-

division of each equity share having nominal face value of Rs.10 (Rupees Ten) per share into 10 (ten)

Equity Shares having nominal face value of Re.1 (Rupee One) per Equity Share.


Comparison — Aegis: SENSEX — Year 2015–16Performance in comparison to broad-based indices (AEGIS on BSE : BSE Sensex)

Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16

MONTH

Sensex

BSE on Aegis

120.00

110.00

100.00

90.00

80.00

70.00

60.00

50.00

40.00

30000

29000

28000

27000

26000

25000

24000

23000

22000

SE

NS

EX

AE

GIS

on

BS

E

Comparison — Aegis: NIFTY 50 — Year 2015–16Performance in comparison to broad-based indices (AEGIS on NSE : NSE NIFTY 50)

Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16

MONTH

Nifty

BSE on Aegis

Performance in comparison to board-based indices (AEGIS on BSE Sensex)

Comparison – Aegis : Sensex – Year 2015-16

120.00

110.00

100.00

90.00

80.00

70.00

60.00

50.00

40.00

10000

9500

9000

8500

8000

7500

7000

6500

6000

NIF

TY

Note : The Company’s Equity Share price before the Record Date for Sub-division of its Equity Shares

(i.e. 19th September, 2015) has been adjusted so that pre and post Sub-division shares prices are

comparable.


h. Share Transfer System, Dematerialisation and liquidity:

The Board has delegated the authority for approving transfer, transmission, remat, if any etc.

of company’s securities to the Share Transfer Committee comprising of 4 (four) non-executive

Directors viz. Mr. Kapoorchand M. Chandaria (Chairman), Mr. Dineshchandra J. Khimasia, Mr.

Kanwaljit S. Nagpal and Mr. Rajnikant J. Karavadia. The Share Transfer System is summed up briefly

as under :

1. The Registrar & Share Transfer Agent, after processing valid Share Transfer Forms,

forwards the Transfer Register for the approval of the Share Transfer Committee;

2. The said Committee meets weekly and approves the Share Transfers;

3. The Share Transfer Register duly signed by Committee Members is forwarded to the

Registrar;

4. The Registrar thereafter dispatches the Share Certificates duly endorsed to the Transferee;

5. The Company obtains from a Practicing Company Secretary, half-yearly certificate of

compliance with the share transfer formalities as required under Regulation 40 (9) of the SEBI

LODR and files a copy of the certificate with the Stock Exchange(s).

i. Equity shares in suspense account:

The new equity share certificates issued by the Company after sub-division of Shares on 18th

September, 2015 were dispatched at the registered address of the shareholders and out of which

certificates for 36,70,190 shares aggregating to 2,906 shareholders returned as undelivered by the

postal authority are lying with Link Intime India Pvt. Ltd., Share Transfer Agent of the Company.

In accordance with Schedule VI of SEBI LODR, the Company had issued letter dated 24th February,

2016 at the addresses of such shareholders. The Company will send two reminders during the

course and if no response is received, will transfer all the unclaimed shares in the Suspense

Account.

j. Distribution of Shareholding as on 31st March, 2016:

Range

No. of

Shareholders

% of

Shareholders

No. of Shares

held

% of

Shareholding

Up to 500 12619 46.659 2561274 0.767

501 – 1000 5035 18.617 4090861 1.225

1001 – 2000 4368 16.150 6771037 2.027

2001 – 3000 1433 5.299 3596993 1.077

3001 – 4000 1132 4.186 3878517 1.161

4001 – 5000 715 2.644 3316648 0.993

5001 – 10000 981 3.627 7248078 2.170

10001 – 33400000 762 2.818 302536592 90.580

27045 100.000 334000000 100.000


k. Categories of Shareholding as on 31st March, 2016:

Categories

No. of

shares held

Percentage

Shareholding

Foreign Promoters 21,01,96,090 62.93

Institutions/ MF/ Banks/ FIIs 95,45,535 2.86

Private Corporate Bodies 91,02,098 2.73

Indian Public 5,81,55,361 17.41

NRIs/Foreign Company 4,70,00,916 14.07

TOTAL 33,40,00,000 100.00

As on 31st March, 2016, 31,95,69,125 shares being 95.68% of the Share Capital of the Company are

in dematerialized form.

Foreign Promoters

Institutions/MF/Banks/FIIs

Private Corporate Bodies

Indian Public

NRI/Foreign Company

Physical

Demat

l. There are no Outstanding GDRs/Warrants or any Convertible Instruments as on date.

m. Transfer of unclaimed dividend/ application money to Investor Education and Protection Fund:

Pursuant to the provisions of the Companies Act, 1956/Companies Act, 2013 the dividend, Matured

Deposits and interest thereon which remains unclaimed/unpaid for a period of seven years from

its due date is required to be transferred to the Investor Education and Protection Fund (IEPF)

established by the Central Government.

The last date(s) for claiming payment of the unclaimed/ unpaid dividend are provided hereunder:

Date of dividend

declaration Year

Last date for claiming

the unclaimed dividend31/07/2009 2008-09 (Final) 05/09/201624/11/2009 2009-10 (Interim) 30/12/201617/07/2010 2009-10 (Final) 22/08/201730/10/2010 2010-11 (Interim) 06/12/201729/07/2011 2010-11 (Final) 03/09/201831/07/2012 2011-12 05/09/201907/02/2013 2012-13 (Interim) 12/03/202031/07/2013 2012-13 (Final) 05/09/202030/10/2013 2013-14 (Interim) 05/12/202031/07/2014 2013-14 (Final) 05/09/202114/11/2014 2014-15 (Interim) 20/12/202130/01/2015 2014-15 (2nd Interim) 07/03/202205/03/2015 2014-15 (3rd Interim) 15/04/202203/11/2015 2015-16 (Interim) 09/12/202228/01/2016 2015-16 (2nd Interim) 04/03/202310/03/2016 2015-16 (3rd Interim) 15/04/2023

Foreign Promoters

Institutions/MF/Banks/FIIs

Private Corporate Bodies

Indian Public

NRI/Foreign Company

Physical

Demat


Members are requested to get in touch with the Registrar & Share Transfer Agents for encashing

the unclaimed amounts, if any, standing to the credit of their account.

After transfer of the said amounts to the IEPF, no claims in this respect shall lie against the IEPF or

the Company nor shall any payment be made in respect of such claims.

n. Commodity price risk or foreign exchange risk and hedging activities:

The Company uses derivative instruments (Forward Cover and Options Contracts) to hedge its risks

associated with foreign currency fluctuations. The use of derivative instruments is governed by the

Company’s strategy approved by the Board of Directors, which provide principles on the use of

such derivative instruments consistent with the Company’s Risk Management Policy. The Company

does not use derivative instruments for speculative purposes.

o. Terminal Locations:

Liquid Logistics & Gas Division:

Plot No. 72, Mahul Village,

Trombay, Mumbai – 400074.

Liquid Cargo Park, Dock Zone,

Chiranjibpur, Dist. Purba Medinipur,

Haldia – 721604, West Bengal

p. Name and Contact Information of Debenture Trustee:

IDBI Trusteeship Services Ltd.

Asian Building, Ground Floor,

17, R. Kamani Marg, Ballard Estate,

Mumbai – 400 001.

Contact Person: Ms. Swapnali Hirlekar

Contact No. :.(T).022-40807000 (F) 022-66311776/40807080

E-mail : [email protected]

q. Share related queries/communications may be addressed to the Registrar & Share Agents:

Link Intime India Pvt. Ltd.

Unit : Aegis Logistics Ltd.

C-13 Pannalal Silk Mills Compound

L BS Marg, Bhandup West,

Mumbai 400 078

Tel : 91-022-2594 6970 Fax: 91-022-2594 6969


Declaration relating to code of conduct

All the Board Members and Senior Management Personnel have, for the year ended 31st March 2016

affirmed compliance with the Code of Conduct applicable to them as laid down by the Board of Directors

in terms of regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

For Aegis Logistics Ltd.

Raj K. Chandaria Anish K. Chandaria

Place: Mumbai

Vice Chairman &

Managing Director


Dated: 30th May, 2016 DIN: 00037518 DIN: 00296538


Certificate

TO THE MEMBERS OF

AEGIS LOGISTICS LIMITED

1. We have examined the compliance of conditions of Corporate Governance by AEGIS LOGISTICS

LIMITED (“the Company”), for the year ended on March 31, 2016, as stipulated in:

• Clause49(excludingclause49(VII)(E))oftheListingAgreementsoftheCompanywithstock

exchange(s) for the period from April 01, 2015 to November 30, 2015.

• Clause49(VII)(E)oftheListingAgreementsoftheCompanywiththestockexchange(s)forthe

period from April 01, 2015 to September 01, 2015.

• Regulation23(4)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015

(the Listing Regulations) for the period from September 02, 2015 to March 31, 2016 and

• Regulations17to27(excludingregulation23(4))andclauses(b)to(i)ofregulation46(2)andparaC,

D and E of Schedule V of the Listing Regulations for the period from December 01, 2015 to March

31, 2016.

2. The compliance of conditions of Corporate Governance is the responsibility of the Management.

Our examination was limited to the procedures and implementation thereof, adopted by the

Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an

audit nor an expression of opinion on the financial statements of the Company.

3. We have examined the relevant records of the Company in accordance with the Generally

Accepted Auditing Standards in India, to the extent relevant, and as per the Guidance Note on

Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India.

4. In our opinion and to the best of our information and according to our examination of the relevant

records and the explanations given to us and the representations made by the Directors and

the Management, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in Clause 49 of the Listing Agreement and regulation 17 to 27 and clauses

(b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the Listing Regulations for the

respective periods of applicability as specified under paragraph 1 above, during the year ended

March 31, 2016.

5. We state that such compliance is neither an assurance as to the future viability of the Company

nor the efficiency or effectiveness with which the Management has conducted the affairs of the

Company.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

A. Siddharth

Partner

Membership No.31467

Place: Mumbai

Date: 30th May, 2016

73Auditor’s Report

Independent Auditor’s ReportTo the Members of Aegis Logistics Limited

Report on the Standalone Financial Statements

1 We have audited the accompanying standalone financial statements of AEGIS LOGISTICS LIMITED

(“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit

and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant

accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2 The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give

a true and fair view of the financial position, financial performance and cash flows of the Company

in accordance with the accounting principles generally accepted in India, including the Accounting

Standards prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring the

accuracy and completeness of the accounting records, relevant to the preparation and presentation of

the financial statements that give a true and fair view and are free from material misstatement, whether

due to fraud or error

Auditor’s Responsibility

3 Our responsibility is to express an opinion on these standalone financial statements based on our

audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder and the Order under section 143 (11) of the Act

4 We conducted our audit of the standalone financial statements in accordance with the Standards

on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

5 An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company’s preparation of the financial statements that give a true and fair view in order

to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating

the appropriateness of the accounting policies used and the reasonableness of the accounting

estimates made by the Company’s Directors, as well as evaluating the overall presentation of the

financial statements.

6 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the standalone financial statements.


Opinion

7 In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid standalone financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally accepted

in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for

the year ended on that date.

Report on Other Legal and Regulatory Requirements

8 As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so

far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with

by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

prescribed under section 133 of the Act, as applicable.

(e) On the basis of the written representations received from the directors as on 31st March, 2016

taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,

2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate Report

in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating

effectiveness of the Company’s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its

financial statements in accordance with the generally accepted accounting practice (Also refer

note 31 of the financial statements);

ii. The Company did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses under the applicable law or accounting standards;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company.

9 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central

Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters

specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP



A. Siddharth

Partner

Mumbai, 30th May, 2016 (Membership No. 31467)


Annexure “A” to the Independent Auditor’s Report

(Referred to in paragraph 8 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report

of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1 We have audited the internal financial controls over financial reporting of Aegis Logistics Limited

(“the Company”) as of 31st March, 2016 in conjunction with our audit of the financial statements of the

Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2 The Company’s management is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of

India. These responsibilities include the design, implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring the orderly and efficient conduct of its

business, including adherence to company’s policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and completeness of the accounting records, and the

timely preparation of reliable financial information, as required under the Companies Act, 2013.


3 Our responsibility is to express an opinion on the Company’s internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of

Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the

Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards

and the Guidance Note require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance about whether adequate internal financial controls over financial

reporting was established and maintained and if such controls operated effectively in all material

respects.

4 Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness. Our audit

of internal financial controls over financial reporting included obtaining an understanding of internal

financial controls over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor’s judgement, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error.

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6 A company’s internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial


statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal financial control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,

use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7 Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements due

to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal

financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions, or

that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8 In our opinion, to the best of our information and according to the explanations given to us, the

Company has, in all material respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting were operating effectively as

at 31st March, 2016, based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India.




A. Siddharth

Partner

(Membership No. 31467)

Mumbai, 30th May, 2016


Annexure “B” to the Independent Auditor’s Report

(Referred to in paragraph 9 under ‘Report on Other Legal and Regulatory Requirements’ of our report

of even date)

1 (a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance

with a regular programme of verification which, in our opinion, provides for physical verification of

all the fixed assets at reasonable intervals. According to the information and explanation given to

us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us

and based on the examination of the registered sale deed provided to us, we report that, the title

deeds, comprising all the immovable properties of land and buildings which are freehold, are

held in the name of the Company as at the balance sheet date. Immovable properties of land and

buildings whose title deeds have been pledged as security for loans are held in the name of the

Company based on the confirmations directly received by us from lenders. In respect of immovable

properties of land that have been taken on lease and disclosed as fixed asset in the financial

statements, the lease agreements are in the name of the Company, where the Company is the

lessee in the agreement.

2 As explained to us, the inventories were physically verified during the year by the Management at

reasonable intervals and no material discrepancies were noticed on physical verification.

3 According to the information and explanations given to us, the Company has granted unsecured

interest free loans to companies covered in the register maintained under section 189 of the Companies

Act, 2013, in respect of which:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not

prejudicial to the Company’s interest

(b) The schedule of repayment of principal has been stipulated and repayments or receipts of

principal amounts have been regular as per stipulations.

(c) There is no overdue amount remaining outstanding as at the year-end.

4 In our opinion and according to the information and explanations given to us, the Company has

complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of

loans, making investments and providing guarantees and securities, as applicable.

5 According to the information and explanations given to us, the Company has not accepted any

deposit during the year. In respect of unclaimed deposits, the Company has complied with the

provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

6 The maintenance of cost records has not been specified by the Central Government under section

148(1) of the Companies Act, 2013.


7 According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including

Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty,

Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the

appropriate authorities. There were no undisputed amounts payable in respect of aforesaid

statutory dues in arrears as at 31st March, 2016 for a period of more than six months from the date

they became payable.

(b) There are no dues of Service Tax, Customs Duty, Excise Duty and cess as on 31st March, 2016

on account of disputes. Details of dues of Income-tax, Sales Tax and Value Added Tax which have

not been deposited as on 31st March, 2016 on account of disputes are given below:

Name of the

Statute

Nature of

dues

Forum where

dispute is pending

Period to which

the amount

relates

Amount

Involved

(Rs. in Lacs)

Amount

Unpaid

(Rs. in Lacs)

Income Tax

Act, 1961Income Tax

Appellate authority

- CommissionerFY 2010-11 50.94 13.33

Central Sales

Tax Act, 1956

Central Sales

Tax

Appellate authority

- upto Commissioner

level

FY 2008-09 3.55 3.55

MVAT Act,

2002

Value Added

Tax

Appellate authority

- upto Commissioner

level

FY 2008-09 9.52 9.52


not defaulted in the repayment of loans or borrowings to banks and dues to debenture holders. The

Company has not taken loans or borrowings from financial institutions and government.

9 In our opinion and according to the information and explanations given to us, the term loans have

been applied by the Company during the year for the purposes for which they were raised. The

Company has not raised moneys by way of initial public offer or further public offer (including debt

instruments).

10 To the best of our knowledge and according to the information and explanations given to us, no

fraud by the Company and no fraud on the Company by its officers or employees has been noticed or

reported during the year.


paid / provided managerial remuneration in accordance with the requisite approvals mandated by the

provisions of section 197 read with Schedule V to the Companies Act, 2013.

12 The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not

applicable.

13 In our opinion and according to the information and explanations given to us the Company is in

compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions

with the related parties and the details of related party transactions have been disclosed in the financial

statements etc. as required by the applicable accounting standards.

14 During the year, the Company has not made any preferential allotment or private placement of

shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is

not applicable to the Company.


15 In our opinion and according to the information and explanations given to us, during the year the

Company has not entered into any non-cash transactions with its directors or persons connected with

him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

16 The Company is not required to be registered under section 45-IA of the Reserve Bank of India

Act, 1934.




A. Siddharth

Partner




Balance Sheet as at 31st March, 2016

Particulars

Note

No.

As at

31st March, 2016

As at

31st March, 2015

Rupees in lacs Rupees in lacs I. Equity and Liabilities (1) Shareholders’ Funds (a) Share Capital 2 3,340.45 3,340.45 (b) Reserves & surplus 3 38,860.51 37,091.50

42,200.96 40,431.95 (2) Non-Current Liabilities (a) Long-term borrowings 4 3,958.86 5,100.22 (b) Deferred tax liabilities (Net) 5 2,018.44 1,986.74 (c) Other Long term liabilities 6 511.29 466.34 (d) Long-term provisions 7 703.72 481.33

7,192.31 8,034.63 (3) Current Liabilities (a) Short-term borrowings 8 4,034.78 4,970.75 (b) Trade payables 9 – Total outstanding dues to micro and small enterprises — — – Total outstanding dues to other than micro and small

enterprises 2,634.11 2,225.72

(c) Other current liabilities 10 4,192.27 3,841.65 (d) Short-term provisions 11 311.35 130.66

11,172.51 11,168.78 Total 60,565.78 59,635.36

II. Assets (1) Non-Current Assets (a) Fixed assets (i) Tangible assets 12 19,743.31 20,007.60 (ii) Intangible assets 12 53.14 85.14 (iii) Capital work-in-progress 12 7,212.04 2,741.31

27,008.49 22,834.05 (b) Non-Current Investments 13 9,523.01 9,747.71 (c) Long-term loans and advances 14 13,947.10 11,819.86 (d) Other non-current assets 15 – 13.41

50,478.60 44,415.03 (2) Current Assets (a) Current Investments 16 – 1,867.27 (b) Inventories 17 681.28 1,453.82 (c) Trade receivables 18 2,891.84 3,623.29 (d) Cash and Cash equivalents 19 4,093.13 6,110.12 (e) Short-term loans and advances 20 2,014.42 1,775.66 (f) Other Current assets 21 406.51 390.17

10,087.18 15,220.33 Total 60,565.78 59,635.36

See accompanying notes forming part of the financial statementsIn terms of our report attached.



For and on behalf of the Board of Directors

Raj K. Chandaria

Vice Chairman and Managing Director (DIN: 00037518)

A. Siddharth

Partner

Kanwaljit S. Nagpal

Director (DIN: 00012201)

Mumbai,


Murad M. Moledina


Monica T. Gandhi


81Profit & Loss

Statement of Profit and Loss for the year ended

31st March, 2016

Particulars

Note

No.

Current Year

Previous

Year ended

31st March, 2015

Rupees in lacs Rupees in lacs

I. Revenue from operations 22 35,734.58 34,521.62

II. Other income 23 655.03 5,847.93

III. Total Revenue (I + II) 36,389.61 40,369.55

IV. Expenses:

Purchases of Stock-in-Trade 24 13,635.91 17,178.79

Changes in Inventories of Stock-in-Trade 25 642.09 271.29

Employee benefits expense 26 4,041.03 3,461.87

Finance costs 27 855.91 1,327.58

Depreciation and amortization expense 28 1,155.00 1,224.20

Other Expenses 29 8,669.75 7,227.21

Total expenses 28,999.69 30,690.94

V. Profit (III-IV) 7,389.92 9,678.61

VI. Profit on Sale of Investment in a subsidiary company

(non-current, non-trade)– 3,575.03

VII. Profit before tax (V + VI) 7,389.92 13,253.64

VIII. Tax expense:

(1) Current tax - for the year 2,415.39 2,160.00

- for earlier year (444.12) 54.13

(2) Deferred tax 31.70 256.36

2,002.97 2,470.49

IX. Profit after tax (VII-VIII) 5,386.95 10,783.15

X. Earnings per equity share in Rupees (Face Value of Re. 1/- each): 30

Basic and Diluted 1.61 3.23

See accompanying notes forming part of the financial statementsIn terms of our report attached.




Raj K. Chandaria


A. Siddharth

Partner

Kanwaljit S. Nagpal


Mumbai,


Murad M. Moledina


Monica T. Gandhi



Cash Flow Statement for the year ended

31st March, 2016

Particulars

Current Year

Previous

Year ended

31st March, 2015


A. Cash Flow from Operating Activities:

Profit Before Tax 7,389.92 13,253.64

Adjustments for:

Depreciation and amortization expense 1,155.00 1,224.20

Interest Expense 855.91 1,327.58

Interest Income (414.17) (585.92)

Dividend Income - Non-Current Investments – (5,060.34)

Dividend Income - Current (92.84) (88.20)

Profit on sale of non-current investments (37.92) (22.84)

Profit on sale of current investments (22.91) –

Profit on sale of Non-Current Investment in

subsidiary company (non-trade)– (3,575.03)

Sundry Debit Balances written off – 0.43

Sundry Credit Balances written back (5.12) (3.86)

Loss on sale of Fixed Assets 0.29 –

1,438.24 (6,783.98)

Operating Profit Before Working Capital Changes 8,828.16 6,469.66

Decrease in Inventories 772.54 323.74

(Increase) in Trade and Other Receivables (1,751.93) (2,574.38)

Increase in Trade payables and Other liabilities 1,038.40 857.58

Increase in Provisions 252.74 54.41

311.75 (1,338.65)

Cash Generated from Operations 9,139.91 5,131.01

Direct Taxes Paid (2,384.66) (1,621.96)

Net Cash Flow from Operating Activities - A 6,755.25 3,509.05

B. Cash Flow from Investing Activities:

Purchase of Fixed Assets (5,331.77) (2,402.23)

Proceeds from sale of Fixed Assets 2.04 –

Proceeds from sale of non-current investments 262.62 764.74

Proceeds from sale/redemption of non-current investments in

subsidiary companies– 4,779.02

Sale of Current Investments 1,890.18 –

Dividend Received - Non-Current investments – 5,060.34

Purchase of Current Investments – (1,742.79)

Loan to Subsidiaries (108.05) (3,418.54)

Loan repaid by Subsidiaries 790.62 6,257.27

Deposits with Banks as Margin Monies and Securities against

Borrowings 33.58 2,522.81

Dividend Received 92.84 88.20

Interest Received 409.78 581.26

Net Cash used in Investing Activities - B (1,958.16) 12,490.08

83Cash Flow Statement

Particulars

Current Year

Previous

Year ended

31st March, 2015


C. Cash Flow from Financing Activities:

(Decrease) in Short Term Borrowings (net) (935.97) (4,559.37)

Repayment of Long Term Borrowings (1,454.47) (3,996.68)

Proceeds from Long Term Borrowings 28.14 –

Dividend Paid (including tax on Distributed Profit) - Final – (925.43)

Dividend Paid (including tax on Distributed Profit) - Interim (3,562.99) (2,435.76)

Interest Paid (855.21) (1,371.27)

Net Cash from Financing Activities - C (6,780.50) (13,288.51)

Net (Decrease)/Increase in Cash and Cash Equivalents - A+B+C (1,983.41) 2,710.62

Cash and cash equivalents at the beginning of the year 4,951.51 2,240.89

Cash and cash equivalents at the end of the year

(refer reconciliation below) 2,968.10 4,951.51

Net (Decrease)/Increase in Cash and Cash Equivalents (1,983.41) 2,710.62

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents as per Balance Sheet (Refer Note 19) 4,093.13 6,110.12

Less: Bank balances not considered as Cash and cash equivalents as

defined in AS 3 Cash Flow Statements (1,125.03) (1,158.61)

Cash and cash equivalents at the end of the year Total 2,968.10 4,951.51

Cash and cash equivalents at the end of the year*

* Comprises:

Cash on hand 6.50 –

Balances with banks

(i) In current accounts 169.14 154.14

(ii) Cheques on hand 105.26 –

(iii) In deposit accounts 2,687.20 4,797.37

Total 2,968.10 4,951.51

Notes:

(1) Cash and Cash Equivalents do not include Fixed Deposits with Banks kept as Margin Money and as Escrow Account.

(2) Figures in bracket denote outflow of cash.

(3) The above Cash Flow Statement has been prepared under the “Indirect Method” set out in Accounting Standard (AS - 3) “Cash Flow Statements”.

(4) The earmarked account balances with banks can be utilized only for the specific identified purposes.

In terms of our report attached.




Raj K. Chandaria


A. Siddharth

Partner

Kanwaljit S. Nagpal


Mumbai,


Murad M. Moledina


Monica T. Gandhi



Notes to the Financial Statements for the Year

Ended 31st March, 2016

1 Significant Accounting Policies:

1.1 Basis of preparation of Financial Statements:

The financial statements of the Company have been prepared in accordance with the Generally

Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards

prescribed under Section 133 of the Companies Act, 2013, and the relevant provisions of the

Companies Act, 2013 (“the 2013 Act”) / Companies Act, 1956 (“the 1956 Act”), as applicable. The

financial statements have been prepared on accrual basis under the historical cost convention.

The accounting policies adopted in the preparation of the financial statements are consistent with

those followed in the previous year.

All assets and liabilities have been classified as current or non-current as per the Company’s normal

operating cycle and other criteria set out in the revised schedule III to the Companies Act, 2013.

Based on the nature of products and the time between the acquisition of assets for processing and

their realization in cash and cash equivalents, the Company has determined its operating cycle as

twelve months for the purpose of current - non current classification of assets and liabilities.

1.2 Use of Estimates:

The preparation of the financial statements in conformity with Indian GAAP requires the

Management to make estimates and assumptions considered in the reported amounts of assets

and liabilities (including contingent liabilities) and the reported income and expenses during the

year. The Management believes that the estimates used in preparation of the financial statements

are prudent and reasonable. Future results could differ due to these estimates and the differences

between the actual results and the estimates are recognised in the periods in which the results are

known/materialise.

1.3 Fixed Assets:

Tangible Fixed Assets:

Fixed assets are carried at cost less accumulated depreciation and impairment losses, if any.

The cost of fixed assets comprises its purchase price net of any trade discounts and rebates, any

import duties and other taxes (other than those subsequently recoverable from the tax authorities),

any directly attributable expenditure on making the asset ready for its intended use, other

incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets

up to the date the asset is ready for its intended use. They are stated at historical costs.

Intangible Assets:

Intangible Assets are stated at cost of acquisition less accumulated amortization and impairment

losses, if any.

1.4 Depreciation on Fixed Assets:

i) Depreciation on Tangible Fixed Assets is provided on original cost of Fixed Assets on

straight line method at the rates and in the manner prescribed in Schedule II to the Companies

Act, 2013.

ii) Depreciation on additions to fixed assets during the year has been provided on prorata

basis from the date of such additions. Depreciation on assets sold, discarded or demolished

has been provided on pro-rata basis.

85Notes to the Financial Statements (Standalone)

iii) Lease hold Land has been amortized over the primary period of the lease on straight

line basis.

iv) Computer software is amortized on straight line basis over a period of its estimated useful

life, however not exceeding 5 years.

1.5 Impairment of Assets:

An asset is treated as impaired when the carrying cost of asset exceeds its Recoverable Amount.

Recoverable Amount is higher of an asset’s Net selling price or its Value in Use. Value in Use is the

present value of estimated future cash flows expected to arise from the continuing use of an asset

and from its disposal at the end of its useful life. Net Selling Price is the amount obtainable from the

sale of an asset in an arms length transaction between knowledgeable, willing parties, less the cost

of disposal.

An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is

identified as impaired.

1.6 Investments:

Non-current Investments are shown at cost. However, when there is a decline, other than

temporary, in the value of a non-current investment, the carrying amount is reduced to recognize

the decline.

Current Investments are carried at lower of cost and fair value, computed category wise.

Investment in shares of a Company registered outside India is stated at cost by converting at the

rate of exchange prevalent at the time of acquisition thereof.

1.7 Inventories:

Inventories are valued at cost and the Net Realizable Value whichever is less. Cost is determined

by using the First In First Out formula. Cost comprises all costs of purchase, cost of conversion

and cost incurred to bring inventories to their present location and condition other than those

subsequently recoverable by the Company from tax authorities.

1.8 Revenue Recognition:

Sales of goods:

Sales are recognized on transfer of significant risks and rewards, which generally coincides with the

delivery of goods to customers. Sales turnover is net of trade discounts and excludes sales tax and

value added tax.

Income from services:

Service revenue is recognized based on contract terms and on time proportion basis as applicable

and excludes service tax.

1.9 Dividend And Interest Income:

Interest Income is recognized on time proportion basis taking into account the amount outstanding

and the applicable interest rates. Dividend income is recognized when the right to receive the

dividend is established.

1.10 Employee Benefits:

Employee benefits include salary, wages, performance bonus, employee state insurance,

and contribution to provident fund, family pension fund, superannuation fund, gratuity and

compensated absences to eligible employees.


Short term employee benefits like salary, wages, performance bonus etc. are recognized and

charged to Statement of Profit and Loss when the employee renders the services.

Contribution to defined schemes such as Provident Fund, Family Pension Fund, Superannuation

Fund (in the case of eligible employees) and Employees’ State Insurance Scheme are charged to

the Statement of Profit and Loss as incurred.

Company’s liability towards gratuity is determined by actuarial valuation carried out by the

independent actuary as at each balance sheet date and is fully provided for in the Statement

of Profit and Loss on the basis of aforesaid valuation. The actuarial valuation method used for

measuring the liability is the Projected Unit Credit method.

The liability for compensated absences is determined by actuarial valuation carried out by the

independent actuary as at each balance sheet date and provided for in the Statement of Profit and

Loss as incurred in the year in which services are rendered by employees. The actuarial valuation

method used for measuring the liability is the Projected Unit Credit method.

The actuarial gains and losses are recognized immediately in the Statement of Profit and Loss.

1.11 Foreign Currency Transactions:

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of

the transaction. Monetary items denominated in foreign currencies are restated at the exchange

rate prevailing on the balance sheet date. Exchange differences arising on settlement of the

transaction and on account of restatement of monetary items are dealt with in the Statement of

Profit and Loss.

Forward exchange contracts entered into to hedge the foreign currency risk and outstanding as on

balance sheet date are translated at yearend exchange rates. The premium or discount arising at

the inception of such forward exchange contracts are amortized as income or expense over the life

of the contract.

Gains / Losses on settlement of transactions arising on cancellation/renewal of forward exchange

contracts are recognized as income or expense.

1.12 Operating Lease Rentals:

Assets acquired on lease where all significant risks and rewards of ownership are retained by the

lessor are classified as operating leases. Lease Rentals are charged to the Statement of Profit and

Loss on straight line basis over the lease term.

1.13 Borrowing Cost:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are

capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes

substantial period of time to get ready for its intended use. All other borrowing costs are charged to

the Statement of Profit and Loss.

1.14 Taxes on Income:

Income Taxes are accounted for in accordance with Accounting Standard (AS 22) – Accounting for

Taxes on Income, notified under the Companies (Accounting Standards) Rules, 2006. Income Tax

comprises both current and deferred tax.

Current tax is measured at the amount expected to be paid to the revenue authorities, using

applicable tax rates and laws.


The tax effect of the timing differences that result between taxable income and accounting income

and are capable of reversal in one or more subsequent periods are recorded as a deferred tax

asset or deferred tax liability. They are measured using the substantively enacted tax rates and tax

regulations as of the Balance Sheet date.

Deferred tax assets on unabsorbed depreciation and carry forward of losses are recognized only to

the extent there is a virtual certainty of its realization.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic

benefits in the form of adjustment to future income tax liability, is considered as an asset if there is

convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognized

as an asset in the Balance Sheet when it is probable that future economic benefit associated with it

will flow to the Company.

1.15 Service Tax Input Credit:

Service tax input credit is accounted for in the books in the period in which the underlying service

is received and when there is no uncertainty in availing/utilizing the credits.

1.16 Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there

is a present obligation as a result of past events and it is probable that there will be an outflow of

resources. Contingent Liabilities are not recognized but are disclosed in the notes.

Claims in respect of which the Company is of the opinion that they are frivolous or is legally advised

that they are unsustainable in law are not considered as contingent liability as the possibility of

an outflow of resources embodying economic benefits is remote. Contingent Assets are neither

recognized nor disclosed in the financial statements.

1.17 Cash and Cash Equivalents (For the Purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term

balances (with an original maturity of three months or less from the date of acquisition), highly

liquid investments that are readily convertible into known amounts of cash and which are subject to

insignificant risk of changes in value.

1.18 Cash Flow Statement:

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary

items and tax is adjusted for the effects of transactions of non-cash nature. The cash flows from

operating, investing and financing activities of the Company are segregated based on the available

information.


2 Share capital:

As at 31st

March, 2016

As at 31st

March, 2015

As at 31st

March, 2016

As at 31st

March, 2015

Number of

shares

Number of

shares

Rupees in

lacs

Rupees in

lacs

2.1 Authorized:

Equity Shares of Re. 1

(Previous Year Rs. 10) each 520,000,000 52,000,000 5,200.00 5,200.00

13.5% Cumulative Redeemable

Preference Shares of Rs. 100 each 100,000 100,000 100.00 100.00

Redeemable Preference Shares of

Rs. 10/- each 6,000,000 6,000,000 600.00 600.00

Total 5,900.00 5,900.00

2.2 Issued, Subscribed and Fully

Paid-up:


(Previous Year Rs. 10) each 334,000,000 33,400,000 3,340.00 3,340.00

Add: Forfeited shares

(amount originally paid up) 0.45 0.45

Total 3,340.45 3,340.45

2.3 Reconciliation of the number of shares outstanding at the beginning and at the end of the year:

Number of shares

Share Capital

Rupees in lacs

Current Year

Previous

Year ended

31st March,

2015 Current Year

Previous

Year ended

31st March,

2015

Shares outstanding as at the

beginning of the year 33,400,000 33,400,000 3,340.00 3,340.00

Add: Increase on account of

share split 300,600,000 — — —

Shares outstanding as at the end

of the year 334,000,000 33,400,000 3,340.00 3,340.00


2.4 Rights, preferences and restrictions attached to equity shares (Issued Capital):

a) Right to receive dividend as may be approved by the Board of Directors/Annual General

Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital

or winding up in terms of the provisions of the Companies Act, 2013/Companies Act, 1956

c) Every member of the company holding equity shares has a right to attend the General

Meeting of the company and has a right to speak and on a show of hands, has one vote if

he is present in person and on a poll shall have the right to vote in proportion to his share in

the paid-up capital of the company.

d) In terms of the Articles of Association of the Company no resolution shall be passed by the

Board of Directors or Shareholders with respect to a “Fundamental Issue” unless the prior

written consent of the Investor to whom equity shares have been issued on Preferential

basis has been obtained. The Fundamental Issues, inter alia, include the following:

(i) The transfer of any fixed assets by the company/subsidiaries exceeding 10% of its gross

block;

(ii) Any merger or reorganization, of the company/subsidiaries or the creation of a

subsidiary not being a wholly owned subsidiary;

(iii) Terms of appointment including remuneration payable to executive directors of the

company;

(iv) Any buyback of equity shares of the company/subsidiaries upto 4 years from the date

of the investment;

(v) Commencement of a new line of business;

(vi) Exceeding a Debt equity ratio of 1.5 :1 on a consolidated basis.

2.5 List of shareholders who hold more than 5% of equity shares in the company:

Name of the shareholder As at 31st March, 2016 As at 31st March, 2015

(No.s) % (No.s) %

Huron Holdings Limited 119,260,570 35.71% 11,926,057 35.71%

Trans Asia Petroleum Inc 90,925,520 27.22% 9,047,959 27.09%

Infrastructure India Holding

Fund LLC 21,201,900 6.35% 2,120,190 6.35%

2.6 Particulars of movements in equity shares for the period of five years immediately preceding

the Balance Sheet date:

As at 31st

March, 2016

As at 31st

March, 2015

Aggregate number of equity shares allotted as fully paid up by

way of bonus shares. 12,506,710 12,506,710


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

3 Reserves and surplus:3.1 Capital Reserve:

Opening Balance 53.99 53.99

Closing Balance 53.99 53.99

3.2 Capital Reserve (Demerger):



3.3 Securities Premium Account:

Opening Balance 5,980.77 5,980.77

Closing Balance 5,980.77 5,980.77

3.4 Debenture redemption reserve:


Add: Transferred from/(to) the Statement of Profit and Loss 125.00 (500.00)


3.5 General Reserve:


Add: Transferred from the Statement of Profit and Loss – 15,000.00

Less : Depreciation on transition to schedule II of the

Companies Act, 2013 on tangible fixed assets with ‘Nil’

remaining useful life (net of deferred tax)

– (196.89)


3.6 Balance in Statement of Profit and Loss:

Opening Balance - Surplus 13,814.55 19,880.30

Add: Profit after Tax 5,386.95 10,783.15

Less: Appropriations:

Transferred to General Reserve – (15,000.00)

Transferred from/(to) Debenture Redemption Reserve (125.00) 500.00

1st Interim Dividend {Rs. 0.30/- (Previous Year Rs. 2.50/-)

per share} (1,002.00) (835.00)

Corporate Dividend Tax thereon (203.98) –

2nd Interim Dividend {Rs. 0.30/- (Previous Year Rs. 2.50/-)

per share} (1,002.00) (835.00)


3rd Interim Dividend {Rs. 0.30/- (Previous Year Rs. 2.50/-)

per share} (1,002.00) (835.00)


Corporate Dividend Tax on Final Dividend of previous

year reversed– 156.10


Total 38,860.51 37,091.50


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

4 Long term borrowings:

4.1 Secured Loans:

A) Debentures:

1 250 10.20% Non- Convertible, Redeemable Privately

Placed Debentures of Rs.10,00,000/- each

(Refer Note A.1 below)

2,500.00 2,500.00

Note:

A.1 The Debentures carry a put option for the holders and

a call option to the Company to get it redeemed at par

at the end of five years from the date of allotment viz.

25th May 2012, failing which the Debentures will be

redeemed at par in three annual installments

(Viz. 1st and 2nd Installments would be 33% each and

3rd Installment would be 34%) commencing from the

end of 6th year from the date of allotment as under:

Installment Redemption Date

1st Installment 25th May, 2018

2nd Installment 25th May, 2019

3rd Installment 25th May, 2020

Above Debentures are secured by way of mortgage of specific

immovable properties of the Company situated at Trombay on

pari passu basis.

B) Term Loans from Banks:

1 Loan from Bank of Baroda (Refer Note 10)

Refer Notes (i) and (ii) below– 115.80

2 Loans against Vehicles (Refer Note 10)

(Refer Notes (iii) and (iv) below)20.32 –

3 Loan from Axis Bank (Refer Note 10)

(Refer Notes (v) below)1,171.88 1,484.38

4 Loan from HDFC Bank (Refer Note 10)

(Refer Notes (vi) below)266.66 333.36

5 Loan from Common Wealth Bank (Refer Note 10)

(Refer Notes (vii) below)– 666.68


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

Notes:

(i) Secured by mortgage of specific immovable properties of

the Company situated at Trombay and Vapi ranking pari

passu and hypothecation of movable properties of the

Company subject to prior charge in favour of bankers for

Working Capital Loans.

(ii) Loan from Bank of Baroda carries an interest rate of 10.50%

p.a. as on date of disbursement and same is reset with

movement of Benchmark Prime Lending Rate (BPLR).

Loan from Bank of Baroda is repayable in 60 monthly

installments of Rs. 32.37 lacs each after two years from the

date of first disbursement on 30th September, 2010.

(iii) Secured by hypothecation of specific Vehicles.

(iv) Loans are repayable in Equated Monthly Installments

of varying amounts (including interest) within maximum

tenor of 60 months and the rate of interest ranges from

10% to 11% p.a.

(v) Loan from Axis Bank carries an interest rate of 11.25%


movement of Axis Bank Base Rate (ABBR).

Loan from Axis Bank is repayable in 96 equal monthly

installments commencing from 31st January, 2013.

Loan from Axis Bank is secured by Exclusive first charge

by way of mortgage on the office property situated at

Peninsula Business Park, Mumbai and hypothecation of

movable assets of that office.

(vi) Loan from HDFC Bank carries an interest rate of 11% p.a. as

on date of disbursement and same is reset with movement

of HDFC Bank Base Rate.

Loan from HDFC Bank is repayable in 30 equal quarterly

installments commencing six months from disbursement

date Viz., 13th February, 2013.

Loan from HDFC Bank is secured by hypothecation of

moveable fixed assets of the Haldia Project and mortgage

of leasehold rights of approx. 3.74 acres of land at Haldia.

(vii) Loan from Common Wealth Bank carries an interest rate of

10.25% p.a. as on date of disbursement and same is reset

with movement of Common Wealth Bank Base Rate.

Loan from Common Wealth Bank is repayable in 12 equal

quarterly installments commencing from disbursement

date Viz, 10th March, 2014.

Loan from Common Wealth Bank is secured by Corporate

Guarantee and hypothecation of moveable fixed assets of

the Kochi Terminal owned by its Wholly Owned Subsidiary

Konkan Storage Systems (Kochi) Private Limited.

Total 3,958.86 5,100.22


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

5 Deferred tax liabilities (Net):

Major components of deferred tax are:

Deferred tax liabilities:

On fiscal allowance on fixed assets 2,397.19 2,285.23

Sub total 2,397.19 2,285.23

Deferred Tax Assets:

On provision for doubtful debts (26.39) (33.59)

On fiscal allowance on expenditures etc. (352.36) (264.90)

Sub Total (378.75) (298.49)

Deferred Tax Liability (Net) 2,018.44 1,986.74

6 Other Long-term Liabilities:

Deposits from Dealers 511.29 466.34

Total 511.29 466.34

7 Long-term provisions:

Provision for Compensated Absences 214.95 167.71

Provision for Gratuity 488.77 313.62

Total 703.72 481.33

8 Short-term borrowings (Secured):

Buyer’s Credit from Banks 4,034.78 4,561.34

(Secured by charge on movable properties of the Company

and further secured by second charge on specific immovable

properties of the Company situated at Trombay and Vapi,

ranking pari passu.)

Overdraft from Banks – 409.41

(Secured by lien on Fixed Deposits placed by the Company)

Total 4,034.78 4,970.75

9 Trade payables:

There are no Micro, Small and Medium Enterprises, as defined

in the Micro, Small, Medium Enterprises Development Act,

2006, to whom the Company owes dues on account of

principal amount together with interest and accordingly no

additional disclosures have been made.

The above information regarding Micro, Small and Medium

Enterprises has been determined to the extent such parties

have been identified on the information available with the

Company. This has been relied upon by the auditors.


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

10 Other current liabilities:

Current maturities of long-term Secured Loan

(See 4.1(B) (1) above) 115.80 388.44


(See 4.1(B) (2) above) 4.87 17.21


(See 4.1(B) (3) above) 312.50 312.50


(See 4.1(B) (4) above) 66.67 66.67


(See 4.1(B) (5) above) 666.67 666.66

Interest accrued but not due on borrowings 215.69 214.99

Unpaid Dividends* 258.96 204.01

Unpaid Matured Deposits and Interest Accrued thereon* 3.79 3.90

Advance Storage Rentals 195.93 139.76

Advance from Customers 572.86 685.52

Amounts Payable under Capital Contracts 905.29 367.69

Other Payables:

(i) Statutory Dues 441.65 378.24

(ii) Commission payable to the Vice Chairman & Managing

Director and the Managing Director (Refer Note 34) 431.59 396.06

Total 4,192.27 3,841.65

* These do not include any amounts due and outstanding to be

credited to the Investor Education and Protection Fund.

11 Short-term provisions:



Provision for Tax (net of advance tax) 150.34 –

Total 311.35 130.66


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As at 31st

March, 2016

As at 31st

March, 2015

Face Value

Rupees

Rupees in

lacs

Rupees in

lacs

13 Non-current Investments: (Fully Paid Up, At Cost)

1 Trade Investments:

(a) Investments in Equity

instruments of Subsidiaries

(Refer Note 34):

9,37,500 shares of Rs. 10 each

of Sea Lord Containers Limited

(Quoted) 96.81 96.81

10,000 shares of Rs. 10 each

of Eastern India LPG Company

Private Limited (Unquoted) 1.00 1.00

1,00,000 shares of Rs. 10 each of

Konkan Storage Systems (Kochi)

Private Limited (Unquoted) 10.00 10.00

12,806 Shares of USD 1 each of

Aegis Group International Pte

Ltd., (Unquoted) 6.01 6.01

32,381,000 Shares of Rs. 10

each of Aegis Gas (LPG) Private

Limited (Unquoted) 1,647.04 1,647.04

49,999 Shares of USD 1 each

of Aegis International Marine

Services Pte Ltd., (Unquoted) 26.44 26.44

(b) Investments in Preference

Shares of a Subsidiary

(Unquoted) (Refer Note 34):

38,00,000 8% Non Cumulative

Redeemable shares of Rs. 100

each of Sealord Containers

Limited 3,800.00 3,800.00

39,00,000 8% Non-Cumulative

Redeemable shares of Rs. 100

each of Hindustan Aegis LPG

Limited 3,900.00 3,900.00


As at 31st

March, 2016

As at 31st

March, 2015

Face Value

Rupees

Rupees in

lacs

Rupees in

lacs

2 Investment in Government

Securities (Unquoted):

Government Securities of the

Face Value of Rs. 0.48 lacs 0.48 0.48

(Deposited with Government

authorities)

3 Other Investments (Non-Trade):


Instruments (Quoted):

289 Equity Shares of Rs. 10 each

of JIK Industries Limited 0.29 0.29

Less: Provision for diminution in

value of investments (0.26) (0.26)

0.03 0.03

(b) Investments in Debentures

(Quoted):

Nil (previous year, 10,000) 9.75%

Debentures of Rs. 1,000 each

of Shri Ram Transport Finance

Limited – 100.00

(c) Other non-current investments:

Investment under Portfolio

Management Services managed

by Anand Rathi Portfolio

Management Services Limited

(unquoted):

i) In Equity Instruments:

9,315 (previous year 15,023) units

of Marwar Consultancy Private

Limited 1 0.09 0.15


of Vahin Advisors and Traders

Private Limited 1 0.09 0.15


of Jade Stone Development And

Holding Private Limited 1 0.09 0.15


of Prabal Traders and Advisors



As at 31st

March, 2016

As at 31st

March, 2015

Face Value

Rupees

Rupees in

lacs

Rupees in

lacs

Nil (previous year 14,928) units of

Zwenzi Traders Advisors Private

Limited 1 – 0.15


of Sherin Advisors and Traders


Nil (previous year 15,354) units

of Swarg Advisors and Traders

Private Limited 1 – 0.15

9,490 (previous year 15,305)

units of Suryanagari Trading and

Consultancy Private Limited 1 0.09 0.15

ii) In Debentures:

9,828 (previous year 29,238)

units of Sherin Advisors and

Traders Private Limited -

Debentures 100 9.83 29.24

Nil (previous year 29,156) units of

Zwenzi Traders Advisors Private

Limited - Debentures 100 – 29.16

7,964 (Previous year 12,845) units

of Prabal Traders and Advisors

Private Limited - Debentures 100 7.96 12.85

3,030 (Previous year 10,874) units

of Vahin Advisors and Traders


3,928 (Previous year 10,752)

units of Jade Stone Development

And Holding Private Limited -



units of Marwar Consultancy


Nil (Previous year 27,897) units

of Swarg Advisors and Traders

Private Limited - Debentures 100 – 27.89


units of Suryanagari Trading and

Consultancy Private Limited -


35.20 159.90

Total 9,523.01 9,747.71


Cost Market Value

As at 31st

March, 2016

As at 31st

March, 2015

As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

Rupees in

lacs

Rupees in

lacs

(a) Aggregate value of Quoted

Investments* 96.84 196.84 – 114.00

(b) Aggregate value of Unquoted

Investments 9,426.17 9,550.87

9,523.01 9,747.71 – 114.00

(c) Aggregate provision for

diminution in value of investments 0.26 0.26

* includes listed but not traded investment having cost of

Rs. 96.81 lacs (Previous Year Rs. 96.81 lacs) for which market value is not available.

As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

14 Long-term loans and advances: (Unsecured and considered good)

Capital advances 988.09 73.34

Deposits with Government Authorities and Others 2,537.31 1,338.83

Cenvat Credit and Service tax Setoff (net) 607.69 474.84

Advance Tax (Net of Provision for Tax) 968.53 404.80

Loans and advances to related parties (Refer Note 34):

(a) Eastern India LPG Company Private Limited 69.16 68.66

(b) Konkan Storage Systems (Kochi) Private Limited 3,608.47 3,827.82

(c) Hindustan Aegis LPG Limited 3,525.59 3,418.04

(d) Aegis Gas (LPG) Private Limited 1,642.26 2,213.53

Total 13,947.10 11,819.86

15 Other non-current assets:

Unamortized Premium on Shares and Debentures – 13.41

Total – 13.41


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

16 Current Investments - Non-trade and unquoted (At Lower of Cost and Fair Value):

In Units of Mutual Fund (Fully paid up)

Nil (Previous year 234349.816) of

ICICI Prudential Liquid Plan - Super I P– 234.50


Baroda Pioneer Liquid Fund - Growth– 75.67


DSP Black RockLiquidity Fund - Growth– 12.91


HDFC Cash Management Fund Treasury - Growth– 21.57


Reliance Liquidity Fund - Growth– 1,419.97

Nil (Previous year 169.552) of UTI Money Market Fund - Growth – 2.65


ICICI Prudential Liquid Plan - Growth– 100.00

Total – 1,867.27

17 Inventories:

(At cost and the net realizable value whichever is lower)

Stock-in-Trade

– Liquified Petroleum Gas 220.26 910.35

– Others - Machinery for Autogas Dispensing Station 97.98 49.98

Stores and Spare Parts 363.04 493.49

Total 681.28 1,453.82

18 Trade receivables (Unsecured):Outstanding for a period exceeding six months from the date

they are due for payment:

Considered Good 895.25 718.24

Considered Doubtful 76.25 76.24

971.50 794.48

Less: Provision for Doubtful Trade Receivables 76.25 76.24

895.25 718.24

Other Trade Receivables – Considered Good 1,996.59 2,905.05

Total 2,891.84 3,623.29


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

19 Cash and Cash equivalents:

Cash in Hand 6.50 –

Balances with banks

(i) In current accounts 169.14 154.14

(ii) Cheques on Hand 105.26 –

(iii) In deposit accounts (Refer Note 19.2) 2,687.20 5,206.78

(iv) In earmarked accounts

– Unpaid dividend accounts 258.96 204.01

– Balances held as margin money against guarantees

and other commitments (Refer Note 19.3) 866.07 545.19

Total 4,093.13 6,110.12

19.1 Of the above, the balances that meet the definition of Cash

and cash equivalents as per Accounting Standard (AS - 3)

“Cash Flow Statements” are 2,968.10 4,951.51

19.2 Deposits placed with the bank as security against borrowings

(includes deposit having maturity of more than 12 months,

Rs. 5.50 lacs (Previous Year Nil) 2,409.63 3,609.84

Loan amounting outstanding against above at the year end – 409.41

19.3 Margin Monies included in Balances with banks which have a

maturity of more than 12 months from the Balance Sheet date. 14.55 13.76

20 Short-term loans and advances: (Unsecured and considered good)

Advances to related parties (refer note 34) – 94.73

Advances to Suppliers 353.15 263.12

Balance with Government Authorities 765.27 1,116.84

Prepaid Expenses 693.44 142.69


Total 2,014.42 1,775.66

21 Other current assets:Interest accrued on Fixed deposits with bank/Debentures 19.68 15.29

Unbilled Revenue 386.83 372.89

Unamortized Premium on Shares and Debentures – 1.99

Total 406.51 390.17


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

22 Revenue from operations:

Sales - Traded Goods

– Liquified Petroleum Gas 18,527.05 19,398.20


18,535.14 19,407.55

Service Revenue

– Liquid Terminal Division 10,760.75 10,343.97

– Gas Terminal Division 6,349.80 4,681.36

17,110.55 15,025.33

Other Operating Revenue

– Lease Rental 88.89 88.74

Total 35,734.58 34,521.62

23 Other income:

Dividend on Investments (Current, non-trade) 92.84 88.20

Dividend on Investments (Non-Current, non-trade) – 5,060.34

Profit on sale of Investments (non-current, non-trade) 37.92 22.84

Profit on sale of Investments (current, non-trade) 22.91 –

Interest on Investments (Non-Current, non-trade) 1.63 27.30

Interest on deposit with banks, income tax refund etc. 412.54 558.62

Sundry Credit Balances Written Back 5.12 3.86

Miscellaneous Receipts 82.07 86.77

Total 655.03 5,847.93

24 Purchases of Traded Goods:

Liquified Petroleum Gas 13,579.35 17,141.35

Others – Machinery for Autogas Dispensing Station 56.56 37.44

Total 13,635.91 17,178.79


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

25 Changes in Inventories of Traded Goods:

Inventories at the end of the year

Liquified Petroleum Gas 220.26 910.35

Others - Machinery for Autogas Dispensing Station 97.98 49.98

Sub-total (A) 318.24 960.33

Inventories at the beginning of the year

Liquified Petroleum Gas 910.35 1,050.27


Sub-Total (B) 960.33 1,231.62

(B) – (A) 642.09 271.29

26 Employee benefits expense:

Salaries and Wages 3,612.04 3,105.55

Contribution to Provident and Other Funds 267.27 216.80

Staff Welfare Expenses 161.72 139.52

Total 4,041.03 3,461.87

27 Finance costs:

Interest Expense 700.39 1,135.32

Other Borrowing Cost (Bank charges, charges for letter of

credit, etc.) 155.52 192.26

Total 855.91 1,327.58

28 Depreciation and amortization expense:

Depreciation of Tangible Assets 1,114.29 1,131.73

Amortization of Intangible Assets 40.71 92.47

Total 1,155.00 1,224.20


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

29 Other Expenses:Stores and Spare parts consumed 365.93 234.11

Power and Fuel 944.87 817.54

Labour and Other Charges 602.19 429.11

Repairs - Buildings 7.00 17.08

Repairs - Others 195.36 133.40

Repairs to Machinery 233.05 193.33

Water Charges 55.40 57.51

Way Leave Fees 799.47 571.94

Tankage Charges 257.91 279.00

Rates and Taxes (including Wealth Tax) 127.68 131.92

Rent 51.11 45.34

Lease Rentals 622.67 490.73

Insurance 496.01 435.61

Legal and Professional charges 859.02 606.32

Printing and Stationery 52.23 43.38

Communication Expenses 97.69 85.66

Rebates & Discount 176.77 123.96

Travelling, Conveyance and Vehicle Expenses 519.82 466.81

Exchange difference and Amortization of Premium on Forward

Contracts 331.63 446.47

Advertisement 10.79 19.13

Commission on Sales 382.62 357.04

Commission to Directors (Refer Note 34) 660.00 600.00

Directors’ Sitting Fees 8.79 9.41

Loss on Sale of Fixed Assets 0.29 –

Sundry Debit Balances written off – 0.43

Donations (Refer note below) 174.50 182.00

Miscellaneous Expenses (including Security services,

Books, Subscription, Selling expenses etc.) 636.95 449.98

Total 8,669.75 7,227.21

Note :

Expenditure towards Corporate Social Responsibility as per Section 135 of the Companies

Act, 2013 (read with schedule VII) thereof:

a) Gross amount required to be spent by the Company during the year - Rs. 120.89 lacs

(previous year, Rs. 91.50 lacs)

b) Amount spent and paid during the year by way of donations to charitable trusts -

Rs. 174.50 lacs (previous year, Rs. 182 lacs)


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

30 Earnings per share:The Numerators and denominators used to calculate

Earnings per Share:

Nominal Value of Equity Share (Rs.) Rs. 1/- 10/-

Net Profit available for equity shareholders

(Rs. In lacs) – (A) Rs. 5,386.95 10,783.15

Weighted Average number of shares outstanding

during the year – (B) Nos. 334,000,000 334,000,000

Basic and Diluted Earnings Per Share (Rs.) – (A)/(B) Rs. 1.61 3.23

Note:

The earnings per share of previous year has been restated to

reflect the share split in the ratio of 1:10.

31 Contingent liabilities and commitments:

a) Income Tax demands disputed by the Company relating to

disallowances. 50.94 50.94

b) Sales Tax demands disputed by the Company relating to

forms etc. 13.07 13.07

c) Claims against the Company not acknowledged as debts 12.00 12.00

Future Cashflows in respect of above are determinable only on

receipt of Judgements/decision pending with various forums/

authorities. The company is hopeful of succeeding & as such

dose not expect any significant liability to crystalize.

d) Estimated amount of contracts remaining to be executed on

Capital Account and not provided for (Net of Advances) 6,985.75 690.18

e) Standby Letters of Credit issued to a bank on behalf of a

subsidiary company (i.e. Aegis Group International Pte. Ltd. to

the extent of NIL (previous year, Rs. 6,251 lacs). The amount of

such facilities availed against guarantee as at 31st March, 2016

was Nil (Previous Year - Nil).

f) Guarantees issued to Banks against repayment of loans

advanced from time to time to Sea Lord Containers Limited., a

Subsidiary of the Company to the extent of NIL (Previous year

Rs. 1,000 lacs). The amount of such facilities availed against

guarantee as at 31st March, 2016 was NIL (Previous Year

Rs. 600 lacs).

g) Guarantees given to Banks against repayment of working

capital facilities advanced from time to time to Hindustan Aegis

LPG Limited, a wholly owned subsidiary of the Company to the

extent of Rs. 13,500 lacs (Previous Year Rs. 13,500 lacs). The

amount of such facilities availed against guarantee as at

31st March, 2016 was Rs. 240 lacs (Previous Year Rs. 200 lacs).


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

h) Guarantees given to Suppliers against credit extended to Aegis

International Marine Pte Limited Rs. 861 lacs (Previous Year

Rs. 861 lacs) and Hindustan Aegis LPG Limited, wholly owned

subsidiaries of the Company to the extent of Nil (Previous Year

Rs. 37,455 lacs). The amount of such credit availed against

guarantee as at 31st March, 2016 was Nil (Previous Year

Rs. 10,986 lacs).

i) Guarantees given to Banks against repayment of Term Loans,

NCD and working capital facilities advanced from time to time

to Aegis Gas LPG Private Limited, a wholly owned subsidiary

of the Company to the extent of Rs. 10,200 lacs (Previous Year

Rs. 10,336 lacs). The amount of such facilities availed against

guarantee as at 31st March, 2016 was

Rs. 8,174 lacs (Previous Year Rs. 9,120 lacs).

32 Payments to Auditors for the year:(a) As Auditors 26.25 21.25

(b) For tax audit 2.00 2.00

(c) For Other services - Limited Review, Certification Work and

Tax matters 30.75 29.41

(d) For reimbursement of expenses 0.25 0.16

(e) Service Tax 8.59 4.01

Total 67.84 56.83

33 Segment Reporting – Basis of preparation:

The Company has identified two reportable business segments (Primary Segments) viz. Liquid

Terminal Division and Gas Terminal Division.

Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG,

Propane etc.

Segments have been identified and reported taking into account, the nature of products and

services, the differing risks and returns and the internal business reporting systems.

The accounting policies adopted for the segment reporting are in line with the accounting policies

of the company with the following additional policies for the segment reporting:

(a) Revenue and expenses have been identified to segment on the basis of their relationship to

the operating activities of the segment. Revenue and expenses which relate to the enterprise as

a whole and are not allocable to segment on a reasonable basis have been disclosed as “Other

unallocable expenditure (net)”.


(b) Segment assets and segment liabilities represent assets and liabilities in respective

segments. It excludes investments, tax related assets and other assets and liabilities which cannot

be allocated to a segment on a reasonable basis and hence have been disclosed as “Other

unallocable assets/liabilities”.

(c) The Company does not have material earnings emanating from outside India. Hence, the

company is considered to operate in only the domestic geographical segment.

Information about the Company’s business segments (Primary Segments) is given below:

Liquid

Terminal

Division

Gas

Terminal

Division Total

Rupees in

lacs

Rupees in

lacs

Rupees in

lacs

Segment Revenue 10,779.07 24,955.51 35,734.58

10,394.57 24,127.05 34,521.62

Segment Results 4,299.90 6,967.60 11,267.50

4,959.66 3,516.22 8,475.88

Add: Interest Income 414.17

585.92

Less: (1) Interest Expenses 855.91

1,327.58

(2) Other unallocable expenditure (net) 3,435.84

(5,519.42)

Profit before Tax 7,389.92

13,253.64

Less: Taxation 2,002.97

2,470.49

Profit after Tax 5,386.95

10,783.15

Segment Assets 21,373.00 12,663.00 34,036.00

18,903.82 9,053.54 27,957.36

Other unallocable assets 26,529.78

31,678.00

Total Assets 60,565.78

59,635.36

Segment Liabilities 2,866.00 5,077.00 7,943.00

2,628.84 2,518.83 5,147.67

Other unallocable liabilities 1,261.67

3,984.77

Total Liabilities 9,204.67

9,132.44


Liquid

Terminal

Division

Gas

Terminal

Division Total

Rupees in

lacs

Rupees in

lacs

Rupees in

lacs

Segment Capital Expenditure 2,008.00 3,307.00 5,315.00

1,805.59 383.41 2,189.00

Other unallocable Capital Expenditure 16.77

213.23

Total Capital expenditure 5,331.77

2,402.23

Depreciation 663.27 340.04 1,003.31

719.59 364.67 1,084.26

Other unallocable Depreciation 151.69

139.94

Total Depreciation 1,155.00

1,224.20

Note: Figures in italics represent those of the previous year.

34 Related Party Disclosures:

As per the Accounting Standard 18, the disclosure of transactions with the related parties as

defined in the Accounting Standard are given below:

(a) List of related parties and relationships:

Sr.

No. Name of the Related Party Relationship

1 Hindustan Aegis LPG Limited (HALPG) Wholly owned subsidiary Company

2 Sea Lord Containers Limited (SCL) Subsidiary Company

3 Konkan Storage Systems (Kochi)

Private Limited (KCPL)

Wholly owned Subsidiary Company

4 Eastern India LPG Company Private Limited (ELPG) Wholly owned Subsidiary Company

5 Aegis Group International Pte Limited (AGIL) Subsidiary Company

6 Aegis Gas (LPG) Private Limited (AGPL) Wholly owned Subsidiary Company

7 Aegis International Marine Services Pte.

Limited (AIMS)

Wholly owned Subsidiary Company

8 Aegis Terminal Pipavav Limited Wholly owned Subsidiary Company

9 Aegis LPG Logistics (Pipavav) Limited Wholly owned Subsidiary Company

10 Mr. R. K. Chandaria (RKC) Key Management Personnel

11 Mr. A. K. Chandaria (AKC) Key Management Personnel

12 Trans Asia Petroleum Inc.(Tapi) Tapi has significant influence over

the Company

13 Huron Holdings Limited (Huron) Huron has significant influence over

the Company

14 Asia Infrastructure Investments Ltd. (AIIL) AIIL has significant influence over the

Company


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35 Reconciliation of opening and closing balance of the present value of the defined benefit obligation for gratuity is given below: Current Year

Previous

Year ended

31st March,

2015

Particulars

Rupees in

lacs

Rupees in

lacs

Components of employer expense

Current service cost 34.66 32 .1 1

Interest cost 30.69 35.62

Expected return on plan assets (0.53) (4.06)

Actuarial losses/(gains) 158.60 39.46

Total expense recognized in the Statement of Profit and Loss 223.42 103.13

Actual contribution and benefit payments for year

Actual contributions 41.79 57.05

Net asset/(liability) recognized in the Balance Sheet

Present value of defined benefit obligation 584.17 389.17

Fair value of plan assets (22.43) (9.06)

Net asset/(liability) recognized in the Balance Sheet 561.74 380.11

Change in defined benefit obligations (PBO) during the year

Present value of PBO at beginning of the year 389.17 367.62

Current service cost 34.66 32.11


Benefit Paid (30.73) (83.68)

Actuarial (gains)/losses 160.38 37.50

Present value of PBO at the end of the year 584.17 389.17

Change in fair value of assets during the year

Plan assets at beginning of the year 9.06 33.59

Expected return on plan assets 0.53 4.06

Actual company contributions 41.79 57.05

Benefit Paid (30.73) (83.68)

Actuarial gain/(loss) on Plan Assets 1.78 (1.96)

Plan assets at the end of the year 22.43 9.06

Actual return on plan assets 2.31 2.10

Actuarial assumptions

Discount rate 7.75% 7.95%

Expected return on plan assets 8.35% 8.75%

Salary escalation 5.00% 5.00%

Mortality tables IALM (2006-

08) Ultimate

IALM (2006-

08) Ultimate


Experience adjustments

2015-16 2014-15 2013-14 2012-13 2011-12

Gratuity

Rupees

in lacs

Rupees

in lacs

Rupees

in lacs

Rupees

in lacs

Rupees

in lacs

Present value of PBO 584.17 389.17 367.62 357.50 290.22

Fair value of plan assets 22.43 9.06 33.59 39.80 18.31

Funded status [Surplus/(Deficit)] (561.74) (380.11) (334.03) (317.70) (271.91)

Experience gain/(loss) adjustments

on plan liabilities (160.38) (37.50) 6.89 – –

Experience gain/(loss) adjustments

on plan assets– – – – –

Current Year

Previous

Year ended

31st March,

2015

Actuarial assumptions for long-term compensated absences



Notes:

(i) The discount rate is based on the prevailing market yields of Government of India securities

as at the Balance Sheet date for the estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority,

promotion, increments and other relevant factors.

(iii) In absence of specific details of plan assets from LIC, the details of plan assets have not

been furnished. The details of experience adjustment relating to Plan assets are not readily

available in valuation report and hence are not furnished.

(iv) The Company’s best estimate of contributions expected to be paid to the plan during the

annual period beginning after 31st March, 2016 is Rs. 44.57 Lacs (Previous Year Rs. 36.50 lacs)

(v) Employee Benefits Expenses Include:

a) Employees’ Compensated absences Rs. 118.51 lacs (Previous Year Rs. 66.35 lacs).

b) Contribution to Provident Fund Rs. 118.19 lacs (Previous Year Rs. 103.43 lacs).


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

36 Value of Imports Calculated on C.I.F. Bases in Respect of:

Trading Goods 10,002.67 13,745.59

37 Expenditure in Foreign Currency on Account of:

Interest Expense 38.13 48.91

Other Matters - Travelling, etc. 16.20 19.73

38 Value of Stores and Spares Consumed:

Current Year

Previous Year

ended 31st March, 2015

Rupees

in lacs

Percentage

of Total

Consumption

Rupees

in lacs

Percentage

of Total

Consumption

Imported 1.02 0.28% 4.68 2.00%

Indigenous 364.91 99.72% 229.43 98.00%

Total 365.93 100.00% 234.11 100.00%

(Excludes Spares consumed for repairs etc. and charged to relevant heads of accounts)

Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

39 Earnings in Foreign Currency:

Sales - Storage Service Revenue 104.37 132.05

Dividend income – 4,893.75

Profit on sale of non-current investment – 3,575.03


Current Year

Previous

Year ended

31st March,

2015

40 Amount Remitted during the Year in Foreign Currency on Account of Dividends:

Final Dividend:

(i) Number of Non-Resident Shareholders – 4

(ii) Number of Shares held by them on which Dividend was due – 23,040,550

(iii) Year to which Dividend relates – 2013-14

(iv) Amount remitted (Rs. in lacs) – 633.62

1st Interim Dividend:

(i) Number of Non-Resident Shareholders 4 4

(ii) Number of Shares held by them on which Dividend was due 231,397,990 23,066,250

(iii) Year to which Dividend relates 2015-16 2014-15

(iv) Amount remitted (Rs. in lacs) 694.19 576.66

2nd Interim Dividend:





3rd Interim Dividend:





Except for the above shareholders, the Company has not made any remittance in foreign currency

on account of dividends during the year. The Company does not have information as to the extent

to which remittances in foreign currencies on account of dividends have been made to non-

resident shareholders.

41 The details of derivative instruments and foreign currency exposures are as under:

The Company uses derivative instruments (Forward Contracts) to hedge its risks associated with

foreign currency fluctuations. The use of derivative instruments is governed by the Company’s

strategy approved by the Board of Directors, which provide principles on the use of such

derivative instruments consistent with the Company’s Risk Management Policy. The Company



Outstanding Short Term Derivative Contracts entered into by the Company on account of payables:

As at

US Dollar

Equivalent

(in lacs)

INR

Equivalent

(in lacs)

31.03.2016 101.79 6,744.61

31.03.2015 85.29 5,331.05

The unhedged amount in respect of the above – –

– –

42 Disclosure of Loans / Advances to Wholly Owned Subsidiaries:

(Rs. in lacs)

Subsidiary Companies:

Amount

Outstanding

Max.

Amount

Outstanding

1 Aegis Gas (LPG) Private Limited 1,642.26 4,325.70

Previous year 2,213.53 9,000.30

2 Konkan Storage Systems (Kochi) Private Limited 3,608.47 3,802.32

Previous year 3,827.82 4,002.82

3 Eastern India LPG Company Private Limited 69.16 70.16

Previous year 68.66 68.65

4 Hindustan Aegis LPG Limited 3,525.59 3,884.34

Previous year 3,418.04 3,418.04

In respect of the above loan no interest is charged.

These loans have been granted by Aegis Logistics Limited, as a holding company for working

capital needs/corporate purposes of these subsidiaries.

Refer note no. 31 for details of gurantees given in respect of subsidiaries

43 Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with

the current year’s classification/disclosure.


Raj K. Chandaria


Kanwaljit S. Nagpal


Murad M. Moledina


Monica T. Gandhi


Mumbai,



Independent Auditor’s Report

To the Members of Aegis Logistics Limited

Report on the Consolidated Financial Statements

1 We have audited the accompanying consolidated financial statements of AEGIS LOGISTICS LIMITED

(hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its

subsidiaries together referred to as “the Group”), comprising of the Consolidated Balance Sheet as at

31st March, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement

for the year then ended, and a summary of the significant accounting policies and other explanatory

information (hereinafter referred to as “the consolidated financial statements”)

Management’s Responsibility for the Consolidated Financial Statements

2 The Holding Company’s Board of Directors is responsible for the preparation of these consolidated

financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to

as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial

performance and consolidated cash flows of the Group in accordance with the accounting principles

generally accepted in India, including the Accounting Standards prescribed under Section 133 of

the Act. The respective Board of Directors of the companies included in the Group are responsible

for maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities;

the selection and application of appropriate accounting policies; making judgments and estimates that

are reasonable and prudent; and the design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the financial statements that give

a true and fair view and are free from material misstatement, whether due to fraud or error, which have

been used for the purpose of preparation of the consolidated financial statements by the Directors of

the Holding Company, as aforesaid.


3 Our responsibility is to express an opinion on these consolidated financial statements based on our

audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting

and auditing standards and matters which are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

4 We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free from material misstatement.

5 An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material misstatement of the consolidated financial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers

internal financial control relevant to the Holding Company’s preparation of the consolidated financial

statements that give a true and fair view in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and

the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as

well as evaluating the overall presentation of the consolidated financial statements.


6 We believe that the audit evidence obtained by us and the audit evidence obtained by the other

auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and

appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

7 In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid consolidated financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally accepted

in India, of the consolidated state of affairs of the Group as at 31st March, 2016, and their consolidated

profit and their consolidated cash flows for the year ended on that date.

Other Matters

8 We did not audit the financial statements of eight subsidiaries, whose financial statements reflect

total assets of Rs. 39,453.30 lacs as at 31st March, 2016, total revenues of Rs. 64,521.34 lacs and

net cash flows amounting to Rs. 1,081.93 lacs for the year ended on that date, as considered in the

consolidated financial statements. These financial statements have been audited by other auditors

whose reports have been furnished to us by the Management and our opinion on the consolidated

financial statements, in so far as it relates to the amounts and disclosures included in respect of these

subsidiaries is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory

Requirements below is not modified in respect of the above matter with respect to our reliance on the

work done and the reports of the other auditors

Report on Other Legal and Regulatory Requirements

9 As required by Section 143(3) of the Act, we report, to the extent applicable, that:.

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated


(b) In our opinion, proper books of account as required by law relating to preparation of the

aforesaid consolidated financial statements have been kept so far as it appears from our

examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the

Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant

books of account maintained for the purpose of preparation of the consolidated financial

statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting

Standards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors of the Holding Company

as on 31st March, 2016 taken on record by the Board of Directors of the Holding Company and

the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the

directors of the Group companies incorporated in India is disqualified as on 31st March, 2016 from

being appointed as a director in terms of Section 164 (2) of the Act.


(f) With respect to the adequacy of the internal financial controls over financial reporting and

the operating effectiveness of such controls, refer to our Report in “Annexure A”, which is based

on the auditors’ reports of the Holding company and subsidiary companies incorporated in India.

Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the

Holding company’s/subsidiary company incorporated in India’s internal financial controls over

financial reporting.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on

the consolidated financial position of the Group in accordance with the generally accepted

accounting practice – Also refer Note 34 to the consolidated financial statements.

ii. The Group did not have any on long-term contracts (including derivative contracts) for

which a provision is required for material foreseeable losses under the applicable law or

accounting standards.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the holding company. In respect of the subsidiary companies

incorporated in India, there were no amounts which were required to be transferred to the

Investor Education and Protection Fund.




A. Siddharth

Partner




Annexure “A” to the Independent Auditor’s Report

(Referred to in paragraph 9(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report

of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act, 2013 (“the Act”)

1 We have audited the internal financial controls over financial reporting of Aegis Logistics Limited

(hereinafter referred to as “the Holding Company”) and its subsidiary companies which are companies

incorporated in India in conjunction with our audit of the consolidated financial statements of the

Holding Company for the year ended 31st March, 2016.

Management’s Responsibility for Internal Financial Controls

2 The respective Board of Directors of the Holding Company and its subsidiary companies, which

are companies incorporated in India, are responsible for establishing and maintaining internal financial

controls based on the criteria established by the respective companies considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting (‘the Guidance Note’) issued by the Institute of Chartered Accountants of

India. These responsibilities include the design, implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring the orderly and efficient conduct of its

business, including adherence to the respective company’s policies, the safeguarding of its assets,

the prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the Companies

Act, 2013.


3 Our responsibility is to express an opinion on the internal financial controls over financial reporting

of the Holding Company and its subsidiaries, which are incorporated in India based on our audit.

We conducted our audit in accordance with the Guidance Note issued by the Institute of Chartered

Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies

Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the

Guidance Note require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether adequate internal financial controls over financial reporting

was established and maintained and if such controls operated effectively in all material respects.

4 Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness. Our audit

of internal financial controls over financial reporting included obtaining an understanding of internal

financial controls over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor’s judgement, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error.

5 We believe that the audit evidence we have obtained and the audit evidence obtained by the

other auditors of the subsidiary companies, which are companies incorporated in India, in terms of

their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide

a basis for our audit opinion on the internal financial controls system over financial reporting of the

aforesaid entities.


Meaning of Internal Financial Controls Over Financial Reporting

6 A company’s internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company’s internal financial control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,

use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7 Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements due

to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal

financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions, or

that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8 In our opinion to the best of our information and according to the explanations given to us and

taking into consideration the reports of the other auditors referred to in the Other Matters paragraph

below, the Holding Company and its subsidiary companies, which are companies incorporated in India,

have, in all material respects, an adequate internal financial controls system over financial reporting

and such internal financial controls over financial reporting were operating effectively as at 31st March,

2016, based on the internal control over financial reporting criteria established by the respective

companies considering the essential components of internal control stated in the Guidance Note issued

by the Institute of Chartered Accountants of India.

Other Matters

9 Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness

of the internal financial controls over financial reporting insofar as it relates to six subsidiary companies,

which are companies incorporated in India, is based on the corresponding reports of the auditors of

such companies incorporated in India.




A. Siddharth

Partner



121Consolidated Balance Sheet

Consolidated Balance Sheet as at 31st March, 2016

Particulars

Note

No.

As at

31st March, 2016

As at

31st March, 2015

Rupees in lacs Rupees in lacs I. Equity and Liabilities (1) Shareholders’ Funds (a) Share Capital 4 3,340.45 3,340.45 (b) Reserves & surplus 5 47,109.89 39,394.85

50,450.34 42,735.30 (2) Minority Interest 3,924.95 2,643.95 (3) Non-Current Liabilities (a) Long-term borrowings 6 10,911.36 13,151.62 (b) Deferred tax liabilities (Net) 7 2,291.23 1,986.74 (c) Other Long-term liabilities 8 1,392.63 1,281.43 (d) Long-term provisions 9 795.92 549.88

15,391.14 16,969.67 (4) Current Liabilities (a) Short-term borrowings 10 4,645.76 6,268.81 (b) Trade payables: 11 – Total outstanding dues to Micro and small

enterprises– –

– Total outstanding dues to other than Micro and small enterprises

7,721.26 19,207.16

(c) Other current liabilities 12 7,122.12 5,485.13 (d) Short-term provisions 13 658.13 454.46

20,147.27 31,415.56 Total 89,913.70 93,764.48

II. Assets (1) Non-Current Assets (a) Fixed assets (i) Tangible assets 14 45,743.16 43,910.21 (ii) Intangible assets 14 60.09 104.68 (iii) Capital work-in-progress 14 7,337.20 3,393.43

53,140.45 47,408.32 (b) Goodwill on Consolidation 1,370.70 1,370.70 (c) Non-Current Investments 15 36.31 261.01 (d) Deferred Tax Assets (net) 16 – 93.39 (e) Long-term loans and advances 17 10,631.01 6,661.36 (f) Other non-current assets 18 – 13.41

65,178.47 55,808.19 (2) Current Assets (a) Current Investments 19 – 1,867.27 (b) Inventories 20 1,152.50 2,037.15 (c) Trade receivables 21 9,721.46 20,117.06 (d) Cash and Cash equivalents 22 9,669.79 10,539.76 (e) Short-term loans and advances 23 3,335.16 2,569.68 (f) Other Current assets 24 856.32 825.37

24,735.23 37,956.29 Total 89,913.70 93,764.48

See accompanying notes forming part of the consolidated financial statementsIn terms of our report attached.




Raj K. Chandaria


A. Siddharth

Partner

Kanwaljit S. Nagpal


Mumbai,


Murad M. Moledina


Monica T. Gandhi



Consolidated Statement of Profit and Loss for the

Year Ended 31st March, 2016

Particulars

Note

No.

As at

31st March, 2016

Previous

Year ended

31st March, 2015


I. Revenue from operations 25 221,321.76 391,599.96

II. Other income 26 843.67 1,139.32

III. Total Revenue (I + II) 222,165.43 392,739.28

IV. Expenses:

Purchases of Stock-in-Trade 27 186,612.12 363,046.80

Changes in Inventories of Stock-in-Trade 28 777.53 473.82

Employee benefits expense 29 4,686.22 4,092.33

Finance costs 30 1,768.11 2,049.88

Depreciation and amortization expense 31 2,342.45 2,296.49

Other Expenses 32 10,711.72 9,643.62

Total expenses 206,898.15 381,602.94

V. Profit (III - IV) 15,267.28 11,136.34

VI. Gain on Sale of Investment in a subsidiary company

(non-current, non-trade) (Refer note 41) – 3,085.59

VII. Profit before tax (V + VI) 15,267.28 14,221.93

VIII. Tax expense:

(1) Current tax - for the year 3,985.35 3,341.17

- for earlier year (380.88) 129.15

(2) MAT Credit entitlement (1,349.05) (834.74)

(3) Deferred tax 397.88 355.81

2,653.30 2,991.39

IX. Profit after tax before minority interest (VII - VIII) 12,613.98 11,230.54

X. Minority Interest 1,281.00 889.53

XI. Profit for the year (IX - X) 11,332.98 10,341.01

XII. Earnings per equity share in Rupees

(Face Value of Re. 1/- each): 33

Basic and Diluted 3.39 3.10

See accompanying notes forming part of the consolidated financial statementsIn terms of our report attached.




Raj K. Chandaria


A. Siddharth

Partner

Kanwaljit S. Nagpal


Mumbai,


Murad M. Moledina


Monica T. Gandhi


123Consolidated Cash Flow Statement

Consolidated Cash Flow Statement for the Year

Ended 31st March, 2016

Particulars

As at

31st March, 2016

Previous

Year ended

31st March, 2015


A. Cash Flow from Operating Activities:

Profit Before Tax and Share of Profit of Minority Interest 15,267.28 14,221.93

Adjustments for:

Depreciation and amortization expense 2,342.45 2,296.49

Finance cost 1,768.11 2,049.88

Interest Income (549.49) (820.52)

Dividend Income (119.04) (91.52)

Profit on sale of Current Investments (non-trade) (net) (22.91) –

Profit on Sale of Investments in a subsidiary

company (non-current, non-trade) – (3,085.59)

Profit on Sale of Investments in other companies (non-current,

non-trade) (37.92) (22.84)

Sundry Debit Balances written off 10.10 0.59

Sundry Credit Balances written back (6.97) (51.84)

Loss on sale of Fixed Assets 0.29 16.07

3,384.62 290.72

Operating Profit Before Working Capital Changes 18,651.90 14,512.65

Decrease in Inventories 884.65 450.84

Decrease/(Increase) in Trade and Other Receivables 8,750.56 (613.43)

(Decrease) in Trade and Other payables (10,675.04) (1,110.03)

Increase in Provisions 275.07 92.31

(764.76) (1,180.31)

Cash Generated from Operations 17,887.14 13,332.34

Direct Taxes Paid (net of refund) (4,045.60) (1,098.42)

Net Cash Flow from Operating Activities – A 13,841.54 12,233.92

B. Cash Flow from Investing Activities:

Purcahse of Fixed Assets (9,161.75) (4,740.95)

Proceeds from sale of Fixed Assets 2.04 1.87

Proceeds from sale of Investments in a subsidiary company

(non-current, non-trade) – 3,579.02

Proceeds from sale of Investments (non-current, non-trade) 262.62 764.74

Proceeds from sale of Investments (current) 1,890.18 (1,742.79)

Decrease in Bank balances not considered as Cash and cash

equivalents 16.16 2,768.29

Dividend Received - Current Investments 119.04 91.52

Interest Received 481.42 762.95

Net Cash (used in)/generated from Investing Activities – B (6,390.29) 1,484.65


Notes: (1) Cash and Cash Equivalents do not include Fixed Deposits with Banks kept as Margin Money and as

Escrow Account. (2) Figures in bracket denote outflow of cash. (3) The above Cash Flow Statement has been prepared under the “Indirect Method” set out in Accounting

Standard (AS - 3) “Cash Flow Statements”.

Particulars

As at

31st March, 2016

Previous

Year ended

31st March, 2015


C. Cash Flow from Financing Activities:

(Decrease) in Short Term Borrowings (net) (1,623.05) (5,351.15)

Proceeds from Long Term Borrowings – 8,500.00

Repayment of Long Term Borrowings (1,352.73) (5,435.56)

Dividend Paid (including tax) - Final – (856.19)

Dividend Paid (including tax) - Interim (3,562.99) (2,534.29)

Interest Paid (1,766.29) (1,987.73)

Net Cash (used in) Financing Activities – C (8,305.06) (7,664.92)

Net (Decrease)/Increase in Cash and Cash Equivalents – A+B+C (853.81) 6,053.65

Cash and Cash Equivalents as at the end of the year

(refer reconciliation below) :

– Cash and Balances in current accounts with Banks and cash on hand 900.10 4,256.77

– Deposits with Banks 7,281.17 4,778.31

8,181.27 9,035.08

Less: Cash and Cash Equivalents as at the beginning of the year 9,035.08 2,981.43

Net Increase/(Decrease) in Cash and Cash Equivalents (853.81) 6,053.65

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents as per Balance Sheet (Refer Note 22) 9,669.79 10,539.76

Less: Bank balances not considered as Cash and cash equivalents as

defined in Accounting Standard (AS - 3) “Cash Flow Statements” (1,488.52) (1,504.68)

Net Cash and cash equivalents (as defined in AS 3 Cash Flow

Statements) included in Note 22 8,181.27 9,035.08

In terms of our report attached.




Raj K. Chandaria


A. Siddharth

Partner

Kanwaljit S. Nagpal


Mumbai,


Murad M. Moledina


Monica T. Gandhi


125Notes to the Financial Statements (Consolidated)

Notes to the Consolidated Financial Statements

for the Year Ended 31st March, 2016

1 Principles of Consolidation:

The consolidated financial statements relate to Aegis Logistics Limited (‘the Company”) and its

subsidiaries, which together constitute the Group. The consolidated financial statements have been

prepared on the following basis:

(i) The financial statements of the subsidiary companies used in the consolidation are drawn upto

the same reporting date as that of the Company i.e., 31 March, 2016.

(ii) The financial statements of the Company and its subsidiary companies are combined on a line-

by-line basis by adding together the book values of like items of assets, liabilities, income and

expenses, after fully eliminating intra-group balances and intra-group transactions resulting

in unrealized profits or losses in accordance with Accounting Standard (AS- 21) “Consolidated

Financial Statements”.

(iii) Minority Interest’s share of net profit/loss of consolidated subsidiaries for the year is identified

and adjusted against the income of the group in order to arrive at the net income attributable to

shareholders of the Company.

(iv) Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented

in the consolidated balance sheet separate from liabilities and the equity of the Company’s

shareholders.

(v) The difference between the cost of investment in the subsidiaries and the share of net assets

at the time of acquisition of shares in the subsidiaries is identified in the financial statements as

Goodwill or Capital Reserve as the case may be.

(vi) The consolidated financial statements are prepared using uniform accounting policies for like

transactions and other events in similar circumstances and appropriate adjustments are made

to the financial statements of subsidiaries when they are used in preparing the consolidated

financial statements that are presented in the same manner as the Company’s separate


2 The list of the subsidiaries of the Company which are included in the consolidation and the Group’s

holding therein are as under:

Name of Subsidiary

Country of

Incorporation

Percentage

Holding-Share

(i) Sea Lord Containers Limited India 75%

(ii) Konkan Storage Systems (Kochi) Private Limited India 100%

(iii) Eastern India LPG Co Private Limited India 100%

(iv) Aegis Group International Pte. Limited Singapore 60%

(v) Aegis Gas (LPG) Private Limited India 100%

(vi) Hindustan Aegis LPG Limited India 100%

(vii) Aegis International Marine Services Pte. Limited Singapore 100%

(viii) Aegis LPG Logistics (Pipavav) Limited India 100%

(ix) Aegis Terminal Pipavav Limited India 100%


3 Significant Accounting Policies:

3.1 Basis of Preparation of Financial Statements:

The financial statements of the Group have been prepared in accordance with the Generally

Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards

prescribed under Section 133 of the Companies Act, 2013, and the relevant provisions of the

Companies Act, 2013 (“the 2013 Act”)/Companies Act, 1956 (“the 1956 Act”), as applicable. The

financial statements have been prepared on accrual basis under the historical cost convention. The

accounting policies adopted in the preparation of the financial statements are consistent with those

followed in the previous year.

All assets and liabilities have been classified as current or non-current as per the Group’s normal

operating cycle and other criteria set out in the revised schedule III to the Companies Act, 2013.

Based on the nature of products and the time between the acquisition of assets for processing

and their realization in cash and cash equivalents, the Group has determined its operating cycle as

twelve months for the purpose of current - non current classification of assets and liabilities.

3.2 Use of Estimates:

The preparation of the financial statements in conformity with Indian GAAP requires the

Management to make estimates and assumptions considered in the reported amounts of assets

and liabilities (including contingent liabilities) and the reported income and expenses during the

year. The Management believes that the estimates used in preparation of the financial statements

are prudent and reasonable. Future results could differ due to these estimates and the differences

between the actual results and the estimates are recognized in the periods in which the results are

known/materialize.

3.3 Fixed Assets:

Tangible Fixed Assets:

Fixed assets are carried at cost less accumulated depreciation/amortization and impairment

losses, if any. The cost of fixed assets comprises its purchase price net of any trade discounts and

rebates, any import duties and other taxes (other than those subsequently recoverable from the tax

authorities), any directly attributable expenditure on making the asset ready for its intended use,

other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed

assets up to the date the asset is ready for its intended use. They are stated at historical costs.

Intangible Assets:

Intangible Assets are stated at cost of acquisition less accumulated amortization and impairment

losses, if any.

3.4 Depreciation on Fixed Assets:

i) Depreciation on Tangible Fixed Assets is provided on original cost of Fixed Assets on straight

line method at the rates and in the manner prescribed in Schedule II to the Companies Act, 2013.

ii) Depreciation on additions to fixed assets during the year has been provided on pro-rata basis

from the date of such additions. Depreciation on assets sold, discarded or demolished has been

provided on pro-rata basis.

iii) Lease hold Land has been amortized over the primary period of the lease on straight line basis.

iv) Computer software is amortized on straight line basis over a period of its estimated useful life,

however not exceeding 5 years.


3.5 Impairment of Assets:

An asset is treated as impaired when the carrying cost of asset exceeds its Recoverable Amount.

Recoverable Amount is higher of an asset’s Net selling price or its Value in Use. Value in Use is the

present value of estimated future cash flows expected to arise from the continuing use of an asset

and from its disposal at the end of its useful life. Net Selling Price is the amount obtainable from the

sale of an asset in an arms length transaction between knowledgeable, willing parties, less the cost

of disposal.

An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is

identified as impaired.

3.6 Investments:

Non-current Investments are shown at cost. However, when there is a decline, other than temporary, in

the value of a non-current investment, the carrying amount is reduced to recognize the decline.

Current Investments are carried at lower of cost and fair value, computed category wise.

3.7 Inventories:

Inventories are valued at cost and the Net Realizable Value whichever is less. Cost is determined

by using the First In First Out formula. Cost comprises all costs of purchase, cost of conversion

and cost incurred to bring inventories to their present location and condition other than those

subsequently recoverable by the Company from tax authorities.

3.8 Revenue Recognition:

Sales of goods:

Sales are recognized on transfer of significant risks and rewards, which generally coincides with the

delivery of goods to customers. Sales turnover is net of trade discounts and excludes sales tax and

value added tax.

Income from services:

Service revenue is recognized based on contract terms and on time proportion basis as applicable

and excludes service tax.

3.9 Dividend and Interest Income:

Interest Income is recognized on time proportion basis taking into account the amount outstanding

and the applicable interest rates. Dividend income is recognized when the right to receive the

dividend is established.

3.10 Employee Benefits:

Employee benefits include salary, wages, performance bonus, employee state insurance,

and contribution to provident fund, family pension fund, superannuation fund, gratuity and

compensated absences to eligible employees.

Short term employee benefits like salary, wages, performance bonus etc. are recognized and

charged to Statement of Profit and Loss when the employee renders the services.

Contribution to defined schemes such as Provident Fund, Family Pension Fund, Superannuation

Fund (in the case of eligible employees) and Employees’ State Insurance Scheme are charged to

the Statement of Profit and Loss as incurred.


Company’s liability towards gratuity is determined by actuarial valuation carried out by the

independent actuary as at each balance sheet date and is fully provided for in the Statement

of Profit and Loss on the basis of aforesaid valuation. The actuarial valuation method used for

measuring the liability is the Projected Unit Credit method.

The liability for compensated absences is determined by actuarial valuation carried out by the

independent actuary as at each balance sheet date and provided for in the Statement of Profit

and Loss as incurred in the year in which services are rendered by employees. The actuarial

valuation method used for measuring the liability is the Projected Unit Credit method. Short term

compensated absences, if any, are estimated and provided for.

The actuarial gains and losses are recognized immediately in the Statement of Profit and Loss.

3.11 Foreign Currency Transactions:

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the

transaction. Monetary items denominated in foreign currencies are restated at the exchange rate

prevailing on the balance sheet date. Exchange differences arising on settlement of the transaction

and on account of restatement of monetary items are dealt with in the Statement of Profit and Loss.

Forward exchange contracts entered into to hedge the foreign currency risk and outstanding as on

balance sheet date are translated at yearend exchange rates. The premium or discount arising at

the inception of such forward exchange contracts are amortized as income or expense over the life

of the contract.

Gains/Losses on settlement of transactions arising on cancellation/renewal of forward exchange

contracts are recognized as income or expense.

3.12 Operating Lease Rentals:

Assets acquired on lease where all significant risks and rewards of ownership are retained by the

lessor are classified as operating leases. Lease Rentals are charged to the Statement of Profit and

Loss on straight line basis over the lease term.

3.13 Borrowing Cost:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are

capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes

substantial period of time to get ready for its intended use. All other borrowing costs are charged to

the Statement of Profit and Loss.

3.14 Taxes on Income:

Income Taxes are accounted for in accordance with Accounting Standard (AS 22) – Accounting for

Taxes on Income, notified under the Companies (Accounting Standards) Rules, 2006. Income Tax

comprises both current and deferred tax.

Current tax is measured at the amount expected to be paid to the revenue authorities, using

applicable tax rates and laws.

The tax effect of the timing differences that result between taxable income and accounting income

and are capable of reversal in one or more subsequent periods are recorded as a deferred tax

asset or deferred tax liability. They are measured using the substantively enacted tax rates and tax

regulations as of the Balance Sheet date.


Deferred tax assets on unabsorbed depreciation and carry forward of losses are recognized only to

the extent there is a virtual certainty of its realization.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic

benefits in the form of adjustment to future income tax liability, is considered as an asset if there is

convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognized

as an asset in the Balance Sheet when it is probable that future economic benefit associated with it

will flow to the Company.

3.15 Service Tax Input Credit:

Service tax input credit is accounted for in the books in the period in which the underlying service

is received and when there is no uncertainty in availing/utilizing the credits.

3.16 Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there

is a present obligation as a result of past events and it is probable that there will be an outflow of

resources. Contingent Liabilities are not recognized but are disclosed in the notes.

Claims in respect of which the Company is of the opinion that they are frivolous or is legally advised

that they are unsustainable in law are not considered as contingent liability as the possibility of

an outflow of resources embodying economic benefits is remote. Contingent Assets are neither

recognized nor disclosed in the financial statements.

3.17 Cash And Cash Equivalents (for The Purposes of Cash Flow Statement):

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term

balances (with an original maturity of three months or less from the date of acquisition), highly

liquid investments that are readily convertible into known amounts of cash and which are subject to

insignificant risk of changes in value.

3.18 Cash Flow Statement:

Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary

items and tax is adjusted for the effects of transactions of non-cash nature. The cash flows from

operating, investing and financing activities of the Company are segregated based on the available

information.

3.19 Goodwill:

Goodwill arising out of consolidation of financial statements of Subsidiaries is not amortized.

However, the same is tested for impairment at each Balance Sheet Date.


As at 31st

March, 2016

As at 31st

March, 2015

As at 31st

March, 2016

As at 31st

March, 2015

Numbers Numbers

Rupees

in lacs

Rupees

in lacs

4 Share capital:

4.1 Authorized:


(previous year Rs. 10) each 520,000,000 52,000,000 5,200.00 5,200.00

13.5% Cumulative Redeemable

Preference Shares of Rs. 100 each 100,000 100,000 100.00 100.00

Redeemable Preference Shares

of Rs. 10/- each 6,000,000 6,000,000 600.00 600.00

Total 5,900.00 5,900.00

4.2 Issued, Subscribed and

Fully Paid-up:


(previous year Rs. 10) each 334,000,000 33,400,000 3,340.00 3,340.00

Add: Forfeited shares

(amount originally paid up) 0.45 0.45

Total 3,340.45 3,340.45

4.3 Reconciliation of the number of shares outstanding at the beginning and at the end of

the year:

Number of shares

Share Capital

Rupees in lacs

Current

Period

Previous

Year ended

31st March,

2015

Current

Period

Previous

Year ended

31st March,

2015

Shares outstanding as at the

beginning of the year 33,400,000 33,400,000 3,340.00 3,340.00

Add: Increase on account of

shares split 300,600,000 – – –

Shares outstanding as at the end

of the year 334,000,000 33,400,000 3,340.00 3,340.00


4.4 Rights, preferences and restrictions attached to equity shares (Issued Capital):

a) Right to receive dividend as may be approved by the Board of Directors/Annual

General Meeting

b) The Equity Shares are not repayable except in the case of a buyback, reduction of

capital or winding up in terms of the provisions of the Companies Act, 2013/Companies

Act, 1956

c) Every member of the company holding equity shares has a right to attend the General

Meeting of the company and has a right to speak and on a show of hands, has one vote

if he is present in person and on a poll shall have the right to vote in proportion to his

share in the paid-up capital of the company.

d) In terms of the Articles of Association of the Company no resolution shall be passed by

the Board of Directors or Shareholders with respect to a “Fundamental Issue” unless

the prior written consent of the Investor to whom equity shares have been issued on

Preferential basis has been obtained. The Fundamental Issues, inter alia, include the

following:

(i) The transfer of any fixed assets by the company/subsidiaries exceeding 10% of its

gross block;

(ii) Any merger or reorganization, of the company/subsidiaries or the creation of a

subsidiary not being a wholly owned subsidiary;

(iii) Terms of appointment including remuneration payable to executive directors of the

company;

(iv) Any buyback of equity shares of the company/subsidiaries upto 4 years from the

date of the investment;

(v) Commencement of a new line of business;

(vi) Exceeding a Debt equity ratio of 1.5:1 on a consolidated basis.

4.5 List of shareholders who hold more than 5% of equity shares in the company:

Name of the shareholder As at 31st March, 2016

Previous Year ended

31st March, 2015

Numbers % Numbers %

Huron Holdings Limited 119,260,570 35.71% 11,926,057 35.71%

Trans Asia Petroleum Inc 90,925,520 27.22% 9,047,959 27.09%

Infrastructure India Holding

Fund LLC 21,201,900 6.35% 2,120,190 6.35%

4.6 Particulars of movements in equity shares for the period of five years immediately preceding

the Balance Sheet date:

As at 31st

March, 2016

As at 31st

March, 2015

Aggregate number of equity shares allotted as fully paid up by

way of bonus shares. 12,506,710 12,506,710


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

5 Reserves and surplus:

5.1 Capital Reserve:



5.2 Capital Reserve (Demerger):



5.3 Capital Redemption Reserve:

Opening Balance 1,622.20 422.20

Add: Transferred during the year – 1,200.00


5.4 Capital Reserve on Consolidation:



5.5 Securities Premium Account:



5.6 Debenture redemption reserve:


Add: Transferred from/(to) the Statement of Profit and Loss (net) 981.81 (336.24)

Closing Balance 1,520.57 538.76

5.7 General Reserve:

Balance at beginning of year 16,833.89 2,032.88

Add: Transferred from the Statement of Profit and Loss – 15,000.00

Less: Depreciation on transition to schedule II of the

Companies Act, 2013 on tangible fixed assets with ‘Nil’


– (198.99)

Balance at end of year 16,833.89 16,833.89

5.8 Balance in Statement of Profit and Loss:

Balance at beginning of year - Surplus 14,087.12 22,033.16

Add: Profit after Tax for the year 11,332.98 10,341.01

Less: Depreciation on transition to schedule II of the

Companies Act, 2013 on tangible fixed assets with 'Nil'


– (45.10)


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

Less: Appropriations:

Transferred to General Reserve – (15,000.00)

Transferred (to)/from Debenture Redemption Reserve (981.81) 336.24

Transferred to Capital Redemption Reserve – (1,200.00)

1st Interim Dividend {Re. 0.30 (Previous Year Rs. 2.50)

per share} (1,002.00) (835.00)


2nd Interim Dividend {Re. 0.30 (Previous Year Rs. 2.50)

per share} (1,002.00) (835.00)


3rd Interim Dividend {Re. 0.30 (Previous Year Rs. 2.50)

per share} (1,002.00) (835.00)

Corporate Dividend Tax on Dividend (203.98) (29.29)

Corporate Dividend Tax on Final Dividend of previous year

reversed– 156.10

Balance at end of year 20,820.35 14,087.12

Total 47,109.89 39,394.85

6 Long term borrowings:

6.1 Secured Loans:

A) Debentures:

250 10.2% Non-Convertible, Redeemable Privately Placed

Debentures of Rs. 10,00,000/- each (Refer Note A.1 below)

2,500.00 2,500.00

Note:

A.1 The Debentures carry a put option for the holders and

a call option to the Company to get it redeemed at par

at the end of five years from the date of allotment viz.

25th May 2012, failing which the Debentures will be

redeemed at par in three annual Instalments

(Viz. 1st and 2nd Instalments would be 33% each and

3rd Instalment would be 34%) commencing from the

end of 6th year from the date of allotment as under:

Instalment Redemption Date

1st Instalment 25th May, 2018

2nd Instalment 25th May, 2019

3rd Instalment 25th May, 2020

Above Debentures are secured by way of mortgage of specific

immovable properties of the Company situated at Trombay on

pari passu basis.


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

600 9.9 % Non-Convertible, Redeemable Privately Placed

Debentures of Rs. 10,00,000/- each (Refer Note A.2 below) 5,140.00 6,000.00

Note:

A.2 The debentures were allotted on 20th January 2015.

These debentures are redeemable in 14 quarterly

Instalments (13 Instalments of Rs. 4,30,00,000 each

and 1 Instalment of Rs. 4,10,00,000 starting from the

end of 21st months from the date of allotment. These

debentures carry a put option for the holder and a call

option to the Company to get it redeemed at par at the

end of 3rd years from the date of allotment.

The above Debentures are Secured by hypothecation by way

of First charge on specific movable assets located at Pipavav,

Gujarat and Corporate Guarantee from Holding Company.

B) Term Loans from Banks:

1) a) Loan from Bank of Baroda (Refer note no.12)

Refer Notes (i) and (ii) below– 115.80

b) Loan from Bank of Baroda (Refer note no.12)

Refer Note (iii) below– 488.90

2) Loans against Vehicles (Refer note no.12)

(Refer Notes (iv) and (v) below)20.32 –

3) Loan from Axis Bank (Refer note no.12)

(Refer Note (vi) below) 1,171.88 1,484.38

4) a) Loan from HDFC Bank (Refer note no.12)

(Refer Note (vii) below) 266.66 333.36

b) Loan from HDFC Bank (Refer note no.12)

(Refer Note (viii) below) 312.50 1,562.50

c) Loan from HDFC Bank (Refer note no.12)

(Refer Note (viii) below) 1,500.00 –

5) Loan from Common Wealth Bank (Refer note no.12)

(Refer Note (ix) below)– 666.68


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

(i) Secured by mortgage of specific immovable properties of

the Group situated at Trombay and Vapi ranking pari passu

and hypothecation of movable properties of the Group and

a corporate guarantee; subject to prior charge in favour of

bankers for Working Capital Loans.

(ii) Loan from Bank of Baroda carries an interest rate of 10.50%


movement of Benchmark Prime Lending Rate (BPLR).


Instalments of Rs. 32.37 lacs each after two years from the

date of first disbursement on 30th September, 2010.

(iii) Secured by first charge on the Fixed Assets at Mahul.

Loan from Bank of Baroda carries an interest rate of 10%


movement of Benchmark Prime Lending Rate (BPLR) Rate.


Instalments of Rs. 30.56 lacs per month after 30 months

from the date of first disbursement on 31st December,

2009.

(iv) Secured by hypothecation of specific Vehicles

(v) Loans are repayable in Equated Monthly Instalments of

varying amounts (including interest) within maximum

tenure of 60 months and the rate of interest ranges from

10% to 11% p.a.

(vi) Loan from Axis Bank carries an interest rate of 11.25%


movement of Axis Bank Base Rate (ABBR).

Loan from Axis Bank is repayable in 96 equal monthly

Instalments commencing from 31st January, 2013.

Loan from Axis Bank is secured by Exclusive first charge

by way of mortgage on the office property situated at

Peninsula Business Park, Mumbai and hypothecation of

movable assets of that office.

(vii) Loan from HDFC Bank carries an interest rate of 11% p.a. as

on date of disbursement and same is reset with movement

of HDFC Bank Base Rate.

Loan from HDFC Bank is repayable in 30 equal quarterly

Instalments commencing six months from disbursement

date Viz, 13th February, 2013.

Loan from HDFC Bank is secured by hypothecation of

moveable fixed assets of the Haldia Project and mortgage

of leasehold rights of approx. 3.74 acres of land at Haldia.


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

(viii) Term Loan from HDFC Bank of Rs. 15,62,50,000 secured

by first exclusive charge on specific movable assets

located Pipavav, Gujarat and Corporate Guarantee from

Holding Company. The same carries an interest rate of

Base rate + 0.25% p.a. as on date of disbursement and

same is reset with movement of HDFC Bank Base Rate.

Loan from HDFC Bank is repayable after a moratorium of

12 months commencing from 9th September 2015 in 8

equal quarterly Instalments of Rs. 3,212,50,000/-.

Term Loan from HDFC Bank of Rs. 15,00,00,000 is secured

by first exclusive charge on specific movable assets

located Pipavav, Gujarat and Corporate Guarantee from

Holding Company.

Interest is payable on monthly basis at base rate of 9.30%

commencing from 31st March, 2016 on outstanding

principal amount. Principal is repayable in 4 equal quarterly

Instalment of Rs. 3,75,00,000 to be done on 31st October

2017, 31st January 2018, 30th April 2018, 31st July 2018.

(ix) Loan from Common Wealth Bank carries an interest rate of

10.25% p.a. as on date of disbursement and same is reset

with movement of Common Wealth Bank Base Rate.

Loan from Common Wealth Bank is repayable in 12 equal

quarterly Instalments commencing from disbursement date

Viz, 10th March, 2014.

Loan from Common Wealth Bank is secured by Corporate

Guarantee and hypothecation of movable fixed assets of

the Kochi Terminal owned by its Wholly Owned Subsidiary

Konkan Storage Systems (Kochi) Private Limited.

Total 10,911.36 13,151.62

7 Deferred tax liabilities (Net):


Deferred tax liabilities:

On fiscal allowance on fixed assets 2,734.24 2,285.23

Sub total 2,734.24 2,285.23

Deferred Tax Assets:

On provision for doubtful debts (26.39) (33.59)

On fiscal allowance on expenditures etc. (416.62) (264.90)

Sub total (443.01) (298.49)

Net Deferred Tax Liability 2,291.23 1,986.74

8 Other Long-term Liabilities:

Deposits from Dealers 1,392.63 1,281.43

Total 1,392.63 1,281.43


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

9 Long-term provisions:



Total 795.92 549.88

10 Short-term borrowings:

Buyer's Credit from Banks (Secured) 4,645.76 5,240.34

(Secured by charge on movable properties of the Company

and further secured by second charge on specific immovable

properties of the Company situated at Trombay and Vapi,

ranking pari passu. In respect of subsidiaries’ borrowing, same

are secured by hypothecation of its movable properties and

charge on Fixed Deposits maintained by the subsidiaries with

Banks.)

Overdraft from Bank of Baroda – 428.47

(Secured by lien on Fixed Deposits placed by the Group)

Working capital demand Loan from Bank – 600.00

(Secured by corporate guarantee of holding company and

repayable within a period of 180 days and interest at the rate

mutually agreed)

Total 4,645.76 6,268.81

11 Trade payables:

There are no Micro, Small and Medium Enterprises, as defined

in the Micro, Small, Medium Enterprises Development Act,

2006, to whom the Company owes dues on account of

principal amount together with interest and accordingly no

additional disclosures have been made.

The above information regarding Micro, Small and Medium

Enterprises has been determined to the extent such parties

have been identified on the information available with the

Company. This has been relied upon by the auditors.

– –


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

12 Other current liabilities:


(See Note 6.1(B) (1) (a) above) 115.80 388.44

Current maturities of long-term Secured NCD

(See Note 6.1(A) above) 860.00 –


(See Note 6.1(B) (2) above) 4.87 17.21


(See 6.1(B) (3) above) 312.50 312.50


(See 6.1(B) (4) above) 1,316.67 1,004.17


(See 6.1(B) (5) above) 666.67 666.66

Interest accrued but not due on borrowings 331.88 330.06

Unpaid Dividends* 258.96 204.01

Unpaid Matured Deposits and Interest Accrued thereon* 3.79 3.90

Amounts Payable under Capital Contracts 1,220.63 586.55

Advance from Customers 711.78 833.81

Deposit from Customers 51.00 58.00

Advance Storage Rentals 303.94 212.04

Other Payables

(i) Statutory Dues 532.04 471.72

(ii) Commission payable to the Vice Chairman & Managing 431.59 396.06

Director and the Managing Director (Refer Note 36)

Total 7,122.12 5,485.13

* These do not include any amounts due and outstanding

towards the Investor Education and Protection Fund.

13 Short-term provisions:



Provision for Tax (Net of Advance Tax) 479.42 304.78

Total 658.13 454.46


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As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

15 Non-current Investments: (Fully Paid Up, At Cost)

1 Investments in Government

Securities (Unquoted):

Government Securities 1.08 1.08

2 Other Investments:


Instruments (Quoted)

Equity Shares of Companies 0.03 0.03

(b) Investments in Debentures

(Quoted):

Debentures of Companies – 100.00

(c) Other non-current

investments:

Investment in Rental Yield and

Appreciation Portfolio managed

by Anand Rathi Portfolio

Management Services Limited

(Unquoted):

i) In Equity Instruments 0.56 1.20

ii) In Debentures 34.64 158.70

Total 36.31 261.01

Cost Market Value

As at 31st

March, 2016

As at 31st

March, 2015

As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

Rupees in

lacs

Rupees in

lacs

Aggregate value of Quoted

Investments 0.03 100.03 – 114.00

Aggregate value of Unquoted

Investments 36.28 160.98 – –

36.31 261.01 – 114.00

Aggregate provision for

diminution in value of investments 0.26 0.26


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

16 Deferred Tax Assets (Net):


Depreciation on Fixed Assets – (199.59)

Unabsorbed Depreciation – 292.98

Deferred Tax Asset (Net) – 93.39

17 Long-term loans and advances: (Unsecured and considered good)

Capital Advances 1,266.41 181.57

Deposits with Government Authorities and Others 2,922.51 1,727.19

Advance Tax (Net of Provision) 2,344.35 1,726.47

MAT Credit Entitlement 3,407.19 2,060.25



Total 10,631.01 6,661.36

18 Other non-current assets:

Unamortised Premium on Shares and Debentures – 13.41

Total – 13.41

19 Current Investments (At Lower of Cost and Fair Value):

In Units of Mutual Fund (Fully paid up) (Unquoted) – 1,867.27

Total – 1,867.27

20 Inventories:

(At cost and the net realisable value whichever is lower)

Stock in Trade

– Liquified Petroleum Gas & Marine Fuel 382.38 1,207.91


Stores and Spare Parts 672.14 779.26

Total 1,152.50 2,037.15


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

21 Trade receivables (Unsecured):

Outstanding for a period exceeding six months from the date

they are due for payment:

Considered Good 2,157.68 2,189.32

Considered Doubtful 77.46 76.93

2,235.14 2,266.25

Less: Provision for Doubtful Trade receivables 77.46 76.93

2,157.68 2,189.32

Other Trade Receivables - Considered Good 7,563.78 17,927.74

Total 9,721.46 20,117.06

22 Cash and Cash equivalents:

Cash on hand 9.20 –

Balances with banks

(i) In current accounts 700.39 4,156.85

(ii) In deposit accounts (Refer Note 22.2) 7,281.17 5,206.78

(iii) In earmarked accounts

– Unpaid dividend accounts 259.21 204.26

– Balances held as margin money or security against

guarantees and other commitments (Refer Note 22.3) 1,229.31 871.95

Cheques on Hand/Remittance in transit 190.51 99.92

Total 9,669.79 10,539.76

22.1 Of the above, the balances that meet the definition of Cash and

cash equivalents as per AS 3 Cash Flow Statements are 8,181.27 9,035.08

22.2 Deposits placed with the bank as security against borrowings

(includes deposit having maturity of more than 12 months -

Rs. 5.50 lacs (Previous Year Nil). 2,773.28 3,666.60

Loan amounting outstanding against above at the year end – 428.47

22.3 Margin Monies included in Balances with banks which have a

maturity of more than 12 months from the Balance Sheet date. 16.05 40.27


As at 31st

March, 2016

As at 31st

March, 2015

Rupees in

lacs

Rupees in

lacs

23 Short-term loans and advances: (Unsecured and considered good)

Advance to Suppliers 965.71 336.14

Balance with Government Authorities and Others 1,084.11 1,435.68



Total 3,335.16 2,569.68

24 Other current assets:

Interest Accrued on Fixed deposit with Bank and Debentures 280.81 212.74

Unbilled Revenue 424.80 372.89

Unamortised Premium on Shares and Debentures – 1.99

Recoverable Demurage Charges 150.71 237.75

Total 856.32 825.37

Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

25 Revenue from operations:

Sales - Traded Goods

– Liquified Petroleum Gas & Marine Fuel 194,584.02 369,866.01


194,592.11 369,875.36

Service Revenue

– Liquid Terminal Division 16,928.58 15,538.32

– Gas Terminal Division 7,996.94 5,792.49

24,925.52 21,330.81

Other Operating Revenue

Lease Rent, discounts, etc. 1,804.13 393.79

Total 221,321.76 391,599.96


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

26 Other income:

Dividend on Investments (Current, non-trade) 119.04 91.52

Profit on Sale of Investments (Non-current, non-trade) 37.92 22.84

Profit on Sale of Investments (Current, non-trade) 22.91 –

Interest on Investments (Non-Current, non-trade) 1.63 27.30

Interest on deposit with banks, income tax refund etc. 547.86 793.22

Sundry credit balances written back 6.97 51.84

Miscellaneous Receipts 107.34 152.60

Total 843.67 1,139.32

27 Purchases of Traded Goods:

Liquified Petroleum Gas & Marine Fuel 186,555.56 363,009.36


Total 186,612.12 363,046.80

28 Changes in Inventories of Traded Goods:

Inventories at the end of the year

Liquified Petroleum Gas & Marine Fuel 382.38 1,207.91


Sub-total (A) 480.36 1,257.89

Inventories at the beginning of the year

Liquified Petroleum Gas & Marine Fuel 1,207.91 1,550.36


Sub-Total (B) 1,257.89 1,731.71

(B) - (A) 777.53 473.82


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

29 Employee benefits expense:

Salaries and Wages 4,154.06 3,645.44

Contribution to Provident and Other Funds 320.65 266.37

Staff Welfare Expenses 21 1 .51 180.52

Total 4,686.22 4,092.33

30 Finance costs:

Interest Expense 1,551.51 1,768.99

Other Borrowing Costs 216.60 280.89

Total 1,768.11 2,049.88

31 Depreciation and amortization expense:

Depreciation of Tangible Assets 2,289.15 2,191.33

Amortization of Intangible Assets 53.30 105.16

Total 2,342.45 2,296.49


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

32 Other Expenses:Stores and Spare parts consumed 421.87 320.49

Power and Fuel 1,091.31 963.88

Labour and Other Charges 975.90 745.16

Repairs - Buildings 7.00 17.08

Repairs - Machinery 314.57 263.80

Repairs - Others 229.87 151.38

Water Charges 60.50 65.31

Way Leave Fees 908.91 676.33

Tankage Charges 19.58 12.85

Rates and Taxes 221.73 220.65

Rent 83.97 68.78

Lease Rentals 844.74 706.87

Insurance 664.98 593.93

Legal and Professional charges 1,096.95 808.86

Printing and Stationery 66.98 48.87

Communication Expenses 119.23 104.33

Rebates & Discount 169.24 123.27

Travelling, Conveyance and Vehicle Expenses 607.58 559.11

Amortisation of Premium on Forward and Currency Option

Contracts 289.91 682.98

Advertisement 12.78 22.39

Commission on Sales 521.58 419.42

Commission to Directors 660.00 600.00

Sales Promotion Expenses 279.71 199.46

Directors' Sitting Fees 15.89 16.13

Loss on Sale of Fixed Assets 0.29 16.07

Sundry Debit Balances written off 10.10 0.59

Demurrage charges – 429.17

Donations (refer note below) 229.60 223.38

Miscellaneous Expenses (including Security services, Books,

Subscription, Selling expenses etc.) 786.95 583.08

Total 10,711.72 9,643.62

Note :

Expenditure towards Corporate Social Responsibility as per

Section 135 of the Companies Act, 2013 (read with schedule VII

thereof

a) Gross amount required to be spent by the Company during

the year – Rs. 175.43 lacs (previous year, Rs. 129.38 lacs)

b) Amount spent and paid during the year by way of

donations to charitable trusts – Rs. 229.60 lacs (previous

year, Rs. 223.38 lacs)


Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

33 Earnings per share:The Numerators and denominators used to calculate Earnings

per Share:

Nominal Value of Equity Share (Rs.) Rs. 1/- 10/-

Net Profit available for equity shareholders

(Rs. In lacs) = (A) Rs. 11,332.98 10,341.01

Weighted Average number of shares outstanding

during the year - (B) Nos. 334,000,000 334,000,000

Basic and Diluted Earnings Per Share (Rs.) - (A)/(B) Rs. 3.39 3.10

Note :

The earnings per share of previous year have been

restated to reflect the share split in the ratio of 1 : 10

34 Contingent liabilities and commitments:

a) Income Tax demands disputed by the Company relating

to disallowances. 50.94 50.94

b) Sales Tax demands disputed by the Company relating to

forms etc. 1 6 . 1 1 19.45

c) Claims against the Company not acknowledged as

debts 82.93 82.93

Future Cashflows in respect of above are determinable

only on receipt of Judgements/decision pending with

various forums/authorities. The company is hopeful of

succeeding & as such dose not expect any significant

liability to crystalize.

d) Estimated amount of contracts remaining to be executed

on Capital Account and not provided for (Net of

Advances) 7,259.95 810.08

35 Segment Reporting – basis of preparation:

The Group has identified two reportable business segments (Primary Segments) viz. Liquid Terminal

Division and Gas Terminal Division.

Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG,

Propane etc.

Segments have been identified and reported taking into account, the nature of products and

services, the differing risks and returns and the internal business reporting systems.

The accounting policies adopted for the segment reporting are in line with the accounting policies

of the company with the following additional policies for the segment reporting :


(a) Revenue and expenses have been identified to segment on the basis of their relationship to

the operating activities of the segment. Revenue and expenses which relate to the enterprise as

a whole and are not allocable to segment on a reasonable basis have been disclosed as “Other

unallocable expenditure (net)”.

(b) Segment assets and segment liabilities represent assets and liabilities in respective

segments. It excludes investments, tax related assets and other assets and liabilities which cannot

be allocated to a segment on a reasonable basis and hence have been disclosed as “Other

unallocable assets/liabilities”.

(c) In view of fact that customers of the Group are mostly located in India and there being no other

significant revenue from customers outside India, there is no reportable secondary geographical

segment at the Group level.

Information about the Company’s business segments (Primary Segments) is given below:

Liquid

Terminal

Division

Gas

Terminal

Division Total

Rupees in

lacs

Rupees in

lacs

Rupees in

lacs

Segment Revenue 17,059.57 204,262.19 221,321.76

15,339.89 376,260.07 391,599.96

Segment Results 8,650.49 11,229.81 19,880.30

8,185.13 7,179.36 15,364.49

Add : Interest Income 549.49

820.52

Less: (1) Interest Expenses 1,768.11

2,049.88

(2) Other unallocable expenditure (net) 3,394.40

(86.80)

Profit before Tax 15,267.28

14,221.93

Less: Taxation 2,653.30

2,991.39

Profit after Tax 12,613.98

11,230.54

Segment Assets 48,654.50 30,431.00 79,085.50

43,971.65 34,878.51 78,850.16

Other unallocable assets 10,828.20

14,914.32

Total Assets 89,913.70

93,764.48


Liquid

Terminal

Division

Gas

Terminal

Division Total

Rupees in

lacs

Rupees in

lacs

Rupees in

lacs

Segment Liabilities 3,710.94 11,449.65 15,160.59

3,150.87 20,970.58 24,121.45

Other unallocable liabilities 1,544.19

4,843.35

Total Liabilities 16,704.78

28,964.80

Segment Capital Expenditure 3,015.70 5,044.11 8,059.81

2,914.85 2,164.31 5,079.16

Other unallocable Capital Expenditure 17.10

213.22

Total Capital expenditure 8,076.91

5,292.38

Depreciation 1,587.90 602.85 2,190.75

1,553.72 602.83 2,156.55

Other unallocable Depreciation 151.70

139.94

Total Depreciation 2,342.45

2,296.49

Note: Figures in italics represent previous year.

36 Related Party Disclosures:

As per the Accounting Standard 18, the disclosure of transactions with the related parties as

defined in the Accounting Standard are given below:

(a) List of related parties and relationships:

Sr.

No. Name of the Related Party Relationship

1 Mr. R.K. Chandaria Key Management Personnel

2 Mr. A.K. Chandaria Key Management Personnel

3 Asia Infrastructure Investments Limited (AIIL) A company in which the Promoters of the

Company have a significant influence

4 Trans Asia Petroleum Inc. (Tapi) Tapi has significant influence over the

Company

5 Huron Holdings Limited (Huron) Huron has significant influence over the

Company


(b) Transactions during the year with related parties:(Rs. in lacs)

Sr. No. Nature of transaction RKC AKC AIIL Tapi Huron Total

(i) Commission to Managing Directors 330.00 330.00 660.00

(300.00) (300.00) (600.00)

Payable as at the year end 215.80 215.79 431.59

(198.03) (198.03) (396.06)

(ii) 1st Interim Dividend 0.03 272.78 357.78 630.59

(0.03) (225.47) (298.15) (523.65)

(iii) 2nd Interim Dividend 0.03 272.78 357.78 630.59

(0.03) (225.47) (298.15) (523.65)

(iv) 3rd Interim Dividend 0.03 272.78 357.78 630.59

(0.03) (226.20) (298.15) (524.38)

Note: Figures in brackets represent previous year’s amounts.

37 Reconciliation of opening and closing balance of the present value of the defined benefit obligation is given below:

Particulars

Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

Components of employer expense



Expected return on plan assets (4.72) (8.53)

Actuarial losses/(gains) 166.52 57.68

Total expense recognized in the Statement of Profit and Loss 242.22 130.62

Actual contribution and benefit payments for year

Actual contributions 41.79 57.24

Net liability recognized in the Balance Sheet

Present value of defined benefit obligation 687.86 484.70

Fair value of plan assets (69.69) (62.29)

Net liability recognized in the Balance Sheet 618.17 422.41

Change in defined benefit obligations (DBO) during the year

Present value of DBO at beginning of the year 484.70 431.27



Benefit Paid (39.50) (85.72)

Actuarial (gains)/losses 166.52 57.68

Present value of DBO at the end of the year 692.14 484.70


Particulars

Current Year

Previous

Year ended

31st March,

2015

Rupees in

lacs

Rupees in

lacs

Change in fair value of assets during the year

Plan assets at beginning of the year 62.29 82.25

Expected return on plan assets 4.72 8.53

Actual company contributions 41.80 57.24

Benefit Paid (40.40) (83.68)

Actuarial gain/(loss) on Plan Assets 1.29 (2.05)

Plan assets at the end of the year 69.70 62.29

Actual return on plan assets 6.01 6.48

Actuarial assumptions


Expected return on plan assets 8.35% 8.75%


Mortality tablesIALM (2006-

08) Ultimate

IALM (2006-

08) Ultimate

Experience adjustments

Gratuity 2015-16

Rs. in lacs

2014-15

Rs. in lacs

2013-14

Rs. in lacs

2012-13

Rs. in lacs

2011-12

Rs. in lacs

Present value of DBO 692.14 484.70 431.27 410.61 337.08

Fair value of plan assets 69.69 62.29 82.25 88.51 71.36

Funded status [Surplus/(Deficit)] (622.45) (422.41) (349.02) (322.10) (265.72)

Experience gain/(loss) adjustments on

plan liabilities6.89 6.89 6.89 (17.48) (108.92)

Experience gain/(loss) adjustments on

plan assets – – – – –

Current Year

Previous

Year ended

31st March,

2015

Actuarial assumptions for long-term compensated absences



Notes:

(i) The discount rate is based on the prevailing market yields of Government of India securities

as at the Balance Sheet date for the estimated term of the obligations.

(ii) The estimate of future salary increases considered, takes into account the inflation, seniority,

promotion, increments and other relevant factors.


(iii) In absence of specific details of plan assets from LIC, the details of plan assets have not

been furnished. The details of experience adjustment relating to Plan assets are not readily

available in valuation report and hence are not furnished.

(iv) The Company’s best estimate of contributions expected to be paid to the plan during the

annual period beginning after 31st March, 2016 is Rs. 49.57 lacs (Previous Year Rs. 36.68 lacs)

(v) Employee Benefits Expenses Include:

a) Employees’ Compensated absences Rs. 134.05 lacs (Previous Year Rs. 91.09 lacs).

b) Contribution to Provident Fund Rs. 143.10 lacs (Previous Year Rs. 128.53 lacs).

38 Additional information as required by Paragraph 2 of the General Instructions for Preparation of

Consolidated Financial Statements to Schedule III to the Companies Act, 2013

Name of the entity in the

Net assets, i.e., total assets

minus total liabilities

Share of profit or loss

(before minority interest)

As % of

consolidated

net assets Amount

As % of

consolidated

profit or loss Amount

Parent : Aegis Logistics Ltd. 46.54% 25,304.12 42.71% 5,386.93

Subsidiaries (Indian):

Sealord Containers Ltd. 25.04% 13,614.39 26.51% 3,343.53

Konkan Storage Systems

(Kochi) Pvt. Ltd.5.50% 2,990.82 0.52% 65.44

Hindustan Aegis LPG Ltd.* 12.60% 6,851.70 9.02% 1,138.35

Aegis Gas (LPG) Pvt. Ltd. 11.93% 6,489.53 12.40% 1,564.13

Eastern India LPG Ltd. 0.12% 66.07 0.00% (0.58)

Aegis LPG Logistics (Pipavav) Ltd. 0.01% 3.94 0.00% (0.20)

Aegis Terminal Pipavav Ltd. 0.01% 3.93 0.00% (0.20)

Subsidiaries (Foreign):

Aegis Group International Pte. Ltd.* -2.01% (1,089.73) 8.91% 1,122.09

Aegis International Marine Services

Pte. Ltd. 0.26% 140.52 -0.04% (5.51)

* The net assets are after elimination of an amount of Rs. 4,174.71 lacs receivable by Aegis Group

International Pte. Ltd. from Hindustan Aegis LPG Ltd.


39 The details of derivative instruments and foreign currency exposures are as under:

The Company uses derivative instruments (Forward Cover and Options Contracts) to hedge its risks

associated with foreign currency fluctuations. The use of derivative instruments is governed by the

Company’s strategy approved by the Board of Directors, which provide principles on the use of

such derivative instruments consistent with the Company’s Risk Management Policy. The Company


Outstanding Short Term Derivative Contracts entered into by the Company on account of payables:

As at

US Dollar

Equivalent

(in lacs)

INR

Equivalent

(in lacs)

31.03.2016 120.18 7,963.13

31.03.2015 145.94 9,164.52

The unhedged amount in respect of the above 0.23 15.11

Previous year – –

40 The Company has divested 40% equity stake in its wholly owned subsidiary viz. Aegis Group

International Pte. Ltd. vide sale agreement dated 23rd October, 2014 for a consideration of

Rs. 3,579.02 lacs. As a result, the profit being sale consideration less net assets transferred on this

equity sale aggregating Rs. 3,085.59 lacs had been recognized in the Consolidated Statement of

Profit and Loss for the previous year.

41 Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with

the current year’s classification/disclosure.


Raj K. Chandaria


Kanwaljit S. Nagpal


Murad M. Moledina


Monica T. Gandhi


Mumbai,



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155Attendance Slip & Proxy Form

Aegis Logistics LimitedCIN : L63090GJ1956PLC001032

Regd. Office : 502, Skylon, G.I.D.C., Char Rasta, Vapi - 396 195, Dist. Valsad, Gujarat

Corp. Office : 1202, Tower B, Peninsula Business Park, G. K. Marg, Lower Parel (W), Mumbai - 400013

Tel. :+91 22 6666 3666 | Fax : +91 22 6666 3777 | E-mail : [email protected] | Website : www.aegisindia.com

Attendance Slip

Client ID* Folio No.

DP ID* No. of Shares

I hereby record my presence at the 59th Annual General Meeting of the Company held on Friday, 5th August,

2016 at 11.30 a.m. at Fortune Park Galaxy, National Highway No.8, G.I.D.C., Vapi - 396 195, Gujarat.

Full name of the Shareholder/Proxy Signature

Note: Shareholders attending the Meeting in person or by proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

*Applicable for investors holding shares in electronic form.

Aegis Logistics LimitedCIN: L63090GJ1956PLC001032

Regd. Office : 502, Skylon, G.I.D.C., Char Rasta, Vapi - 396 195, Dist. Valsad, Gujarat

Corp. Office : 1202, Tower B, Peninsula Business Park, G. K. Marg, Lower Parel (W), Mumbai - 400013

Tel. :+91 22 6666 3666 | Fax : +91 22 6666 3777 | E-mail : [email protected] | Website : www.aegisindia.com

MGT-11Proxy Form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s)

Registered Address

Email ID

Folio No./Client Id

DP ID

I/We, being the member (s) of ____________ shares of the above named Company, hereby appoint :

1. Name: ___________________________________ of ___________________________________________

________________________ Email ID: ___________________Signature_______________or failing him/her,

2. Name: ___________________________________ of ___________________________________________

________________________ Email ID: ___________________Signature_______________or failing him/her,

3. Name: ___________________________________ of ___________________________________________

_________________________ Email ID: ______________________Signature________________________


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 59th Annual General Meeting of the Company, to be held on Friday, 5th August, 2016 at 11.30 a.m. at Fortune Park Galaxy, National Highway No.8, G.I.D.C., Vapi - 396 195, Gujarat and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Number

Resolution Vote (Optional see Note 2) (Please mention no. of shares)

For Against Abstain

Ordinary Business

1. Consider and adopt:

a. Audited Financial Statement, Reports of the Board of Directors and Auditors thereon

b. Audited Consolidated Financial Statements and Report of Auditors thereon

2. Confirmation of Interim Dividend paid on equity shares for the year 2015-16 as final dividend

3. Appointment of Mr. Anil Kumar Chandaria, who retires by rotation

4. Ratify the appointment of Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors and fixing their remuneration

Special Business

5. Appointment of Ms. Poonam Ravi Kumar as an Independent Director

6. Appointment of Mr. Raj Kishore Singh as a Director

7. Service of Documents to the members of the Company

Signed this _______________ day of _________________, 2016

Signature of Shareholder: _______________________________

Signature of Proxy holder(s): _____________________________

Note:

1. This form of proxy, in order to be effective, should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. It is optional to indicate your preference. If you leave the For, Against or Abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

3. The Proxy holders are requested to carry their identity proofs at the time of attending the Meeting.

Affix Re. 1/-

Revenue Stamp

Aegis Logistics Limited2015–16

59th Annual ReportCorporate Office: 1202, 12th Floor, Tower B, Peninsula Business Park,Ganpatrao Kadam Marg, Lower Parel (West), Mumbai-400 013Tel: 22-6666 3666 | Fax: 022-6666 3777

Registered Office: 502, 5th Floor, Skylon, G.I.D.C., Char Rasta, Vapi-396 195, Dist. Valsad, Gujurat, India

www.aegisindia.com

Corporate Identity Number: L63090GJ1956PLC001032

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